UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~September 30, 2017~~March 31, 2020

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _______ to _______

	Commission file number: 001-36294

uniQure N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

(State or other jurisdiction of incorporation or organization)

Not applicable

(I.R.S. Employer Identification No.)

Paasheuvelweg ~~25a,~~25

1105 BP Amsterdam, The Netherlands

(Address of principal executive offices) (Zip Code)

+~~31-20-240-6000~~31-20-240-6000

(Registrant’s telephone number, including area code)

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	QURE	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒⌧ No ☐.◻.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒⌧ No ☐.◻.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐⌧

Accelerated filer ☒◻

Non-accelerated filer ~~(do not check if smaller reporting company)~~☐◻

~~Emerging growth company ☒~~

Smaller reporting company ☐

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 ~~Yes ☒ No ☐~~◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒⌧

As of ~~October 30, 2017,~~April 27, 2020, the registrant had ~~30,800,080 shares of~~44,312,658 ordinary shares, par value €0.05, outstanding.

SPECIAL CAUTIONARY NOTICE REGARDING ~~FORWARD‑LOOKING~~FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form ~~10‑Q~~10-Q contains ~~“forward‑looking~~“forward-looking statements” as defined under federal securities laws. Forward-looking statements are based on our current expectations of future ~~event~~events and many of these statements can be identified using terminology such as “believes,” “expects,” “anticipates,” “plans,” “may,” “will,” “projects,” “continues,” “estimates,” “potential,” “opportunity” and similar expressions. These ~~forward‑looking~~forward-looking statements, which include statements related to the COVID-19 coronavirus pandemic, may be found in Part II, Item 1A “Risk Factors,” Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form ~~10‑Q.~~10-Q.

Forward-looking statements are only predictions based on management’s current views and assumptions and involve risks and uncertainties, ~~that could cause~~and actual results tocould differ materially from those projected or implied. The most significant factors known to us that could materially adversely affect our business, operations, industry, financial position or future financial performance include those discussed in Part II, Item 1A “Risk Factors,” as well as those discussed in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this ~~report,~~Quarterly Report on Form 10-Q, as well as other factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (“SEC”), including our most recent Annual Report on Form 10-K filed with the ~~Securities and Exchange Commission~~SEC on March ~~15, 2017,~~2, 2020, or in the documents where such ~~forward‑looking~~forward-looking statements appear. You should carefully consider that information before you make an investment decision.

You should not place undue reliance on these statements, which speak only as of the date that they were made. Our actual results or experience could differ significantly from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described in this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2017,~~March 31, 2020, and in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, including in “Part I, Item 1A. Risk Factors,” as well as others that we may consider immaterial or do not anticipate at this time. These cautionary statements should be considered in connection with any written or oral ~~forward‑looking~~forward-looking statements that we may make in the future or may file or furnish with the SEC. We do not undertake any obligation to release publicly any revisions to these ~~forward‑looking~~forward-looking statements after completion of the filing of this Quarterly Report on Form ~~10‑Q~~10-Q to reflect later events or circumstances or to reflect the occurrence of unanticipated events. All ~~forward‑looking~~forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

In addition, with respect to all of our ~~forward‑looking~~forward-looking statements, we claim the protection of the safe harbor for ~~forward‑looking~~forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Part I – FINANCIAL INFORMATION

Item 1.Financial Statements

uniQure N.V.

UNAUDITED CONSOLIDATED BALANCE SHEETS

September 30,

December 31,

2017

2016

in thousands, except share and per share amounts
Current assets

Cash and cash equivalents

$
88,934

$
132,496
Accounts receivable and accrued income

—

3,680
Accounts receivable and accrued income from related party

1,945

5,500
Prepaid expenses

689

996
Other current assets

747

1,274
Total current assets

92,315

143,946
Non-current assets

Property, plant and equipment, net

34,653

35,702
Intangible assets, net

9,027

8,324
Goodwill

522

465
Other non-current assets

2,469

1,828
Total non-current assets

46,671

46,319
Total assets

$
138,986

$
190,265
Current liabilities

Accounts payable

$
2,987

$
5,524
Accrued expenses and other current liabilities

10,165

9,766
Current portion of long-term debt

6,232

605
Current portion of deferred rent

724

684
Current portion of deferred revenue

4,249

6,142
Current portion of contingent consideration

1,017

—
Total current liabilities

25,374

22,721
Non-current liabilities

Long-term debt, net of current portion

14,353

19,631
Deferred rent, net of current portion

8,829

6,781
Deferred revenue, net of current portion

67,863

75,612
Contingent consideration, net of current portion

2,593

1,838
Other non-current liabilities

367

51
Total non-current liabilities

94,005

103,913
Total liabilities

119,379

126,634
Commitments and contingencies (see note 14)

Shareholders' equity

Ordinary shares, €0.05 par value: 60,000,000 shares authorized at September 30, 2017 and December 31, 2016 and 25,635,849 and 25,257,420 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively.

1,612

1,593
Additional paid-in-capital

471,648

464,653
Accumulated other comprehensive loss

(5,809)

(6,557)
Accumulated deficit

(447,844)

(396,058)
Total shareholders' equity

19,607

63,631
Total liabilities and shareholders' equity

$
138,986

$
190,265


	March 31,		December 31,
	2020		2019
	(in thousands, except share and per share amounts)
Current assets
Cash and cash equivalents	$	342,029	$	377,793
Accounts receivable and accrued income from related party		258		947
Prepaid expenses		5,738		4,718
Other current assets		1,576		748
Total current assets		349,601		384,206
Non-current assets
Property, plant and equipment, net of accumulated depreciation of $29.8 million as of March 31, 2020 and $28.6 million as of December 31, 2019 respectively		27,736		28,771
Operating lease right-of-use assets		26,288		26,797
Intangible assets, net		7,211		5,427
Goodwill		486		496
Restricted cash		2,921		2,933
Total non-current assets		64,642		64,424
Total assets	$	414,243	$	448,630
Current liabilities
Accounts payable	$	4,989	$	5,681
Accrued expenses and other current liabilities		9,507		12,457
Current portion of operating lease liabilities		5,900		5,865
Current portion of deferred revenue		6,732		7,627
Total current liabilities		27,128		31,630
Non-current liabilities
Long-term debt		36,209		36,062
Operating lease liabilities, net of current portion		30,518		31,133
Deferred revenue, net of current portion		23,713		23,138
Derivative financial instruments related party		1,004		3,075
Other non-current liabilities		524		534
Total non-current liabilities		91,968		93,942
Total liabilities		119,096		125,572
Commitments and contingencies
Shareholders' equity
Ordinary shares, €0.05 par value: 60,000,000 shares authorized at March 31, 2020 and December 31, 2019 and 44,299,596 and 43,711,954 ordinary shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively.		2,683		2,651
Additional paid-in-capital		992,136		986,803
Accumulated other comprehensive loss		(11,966)		(6,689)
Accumulated deficit		(687,706)		(659,707)
Total shareholders' equity		295,147		323,058
Total liabilities and shareholders' equity	$	414,243	$	448,630

~~The accompanying notes are an integral part of theseunaudited consolidated financial statements.~~

~~uniQure N.V.~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND~~

~~COMPREHENSIVE LOSS~~

Three months ended September 30,

Nine months ended September 30,


2017

2016

2017

2016

in thousands, except share and per share amounts
License revenues

$
—

$
246

$
8

$
736
License revenues from related party

1,124

993

3,060

2,977
Collaboration revenues

—

1,850

4,638

4,835
Collaboration revenues from related party

1,136

4,132

2,817

7,419
Total revenues

2,260

7,221

10,523

15,967
Operating expenses:

Research and development expenses

(20,103)

(16,604)

(53,963)

(52,531)
Selling, general and administrative expenses

(5,584)

(5,113)

(17,352)

(20,245)
Total operating expenses

(25,687)

(21,717)

(71,315)

(72,776)
Other income

14,413

336

14,995

1,256
Other expense

(261)

—

(2,901)

—
Loss from operations

(9,275)

(14,160)

(48,698)

(55,553)
Interest income

10

14

33

51
Interest expense

(577)

(507)

(1,583)

(1,685)
Foreign currency gains / (losses), net

(681)

(496)

(1,845)

(1,764)
Other non-operating income, net

—

54

29

701
Loss before income tax expense

(10,523)

(15,095)

(52,064)

(58,250)
Income tax benefit / (expense)

278

(177)

278

(401)
Net loss

$
(10,245)

$
(15,272)

$
(51,786)

$
(58,651)
Other comprehensive loss, net of income tax:

Foreign currency translation adjustments net of tax impact of $0.3 million and $(0.2) million for the three months ended September 30, 2017 and 2016, respectively, and $0.3 million and $(0.4) million for the nine months ended September 30, 2017 and 2016, respectively.

22

2,801

748

3,380
Total comprehensive loss

$
(10,223)

$
(12,471)

$
(51,038)

$
(55,271)

Basic and diluted net loss per ordinary share

$
(0.40)

(0.61)

(2.03)

(2.35)
Weighted average shares used in computing basic and diluted net loss per ordinary share

25,632,642

25,142,660

25,546,225

24,972,839

~~The accompanying notes are an integral part of theseunaudited consolidated financial statements.~~

~~uniQure N.V.~~

~~UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

Accumulated

Additional

other

Total

Ordinary shares

paid-in

comprehensive

Accumulated

shareholders’


   No. of shares

   Amount

      capital

income/(loss)

deficit

equity

in thousands, except share and per share amounts
Balance at December 31, 2016

25,257,420

$
1,593

$
464,653

$
(6,557)

$
(396,058)

$
63,631
Loss for the period

—

—

—

—

(51,786)

(51,786)
Other comprehensive income

—

—

—

748

—

748
Exercise of share options

294,929

15

1,021

—

—

1,036
Shares distributed during the period

83,500

4

(4)

—

—

—
Share-based compensation expense

—

—

5,978

—

—

5,978
Balance at September 30, 2017

25,635,849

$
1,612

$
471,648

$
(5,809)

$
(447,844)

$
19,607

The accompanying notes are an integral part of these unaudited consolidated financial statements.

uniQure N.V.

UNAUDITED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS AND

Nine months ended September 30,

2017

2016

in thousands
Cash flows from operating activities

Net loss

$
(51,786)

$
(58,651)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation, amortization and impairments

6,036

4,543
Share-based compensation expense

5,978

5,020
Change in fair value of derivative financial instruments and contingent consideration

2,704

(2,270)
Unrealized foreign exchange results

1,821

1,779
Change in deferred taxes

-

401
Change in lease incentive

1,938

(468)
Changes in operating assets and liabilities:

Accounts receivable, prepaid expenses and other current assets

9,477

(4,685)
Inventories

-

406
Accounts payable

(1,440)

32
Accrued expenses and other liabilities

(1,331)

2,029
Deferred revenue

(19,620)

(4,651)
Net cash used in operating activities

(46,223)

(56,515)
Cash flows from investing activities

Restricted cash

(567)

(617)
Purchase of intangible assets

(1,124)

(1,897)
Purchase of property, plant and equipment

(3,244)

(11,034)
Net cash used in investing activities

(4,935)

(13,548)
Cash flows from financing activities

Proceeds from issuance of shares

1,036

2,218
Repayment of capital lease obligations

-

(149)
Net cash generated from financing activities

1,036

2,069
Currency effect cash and cash equivalents

6,560

3,919
Net decrease in cash and cash equivalents

(43,562)

(64,075)
Cash and cash equivalents at beginning of period

132,496

221,626
Cash and cash equivalents at the end of period

$
88,934

$
157,551
Supplemental cash flow disclosures:

Cash paid for interest

$
1,130

$
1,594
Non-cash increases/(decreases) in accounts payables related to purchases of intangible assets and property, plant and equipment

$
(1,635)

$
828

COMPREHENSIVE LOSS


	Three months ended March 31,
	2020		2019
	(in thousands, except share and per share amounts)
License revenues from related party		47		557
Collaboration revenues from related party		57		579
Total revenues		104		1,136
Operating expenses:
Research and development expenses		(26,013)		(20,537)
Selling, general and administrative expenses		(9,072)		(8,067)
Total operating expenses		(35,085)		(28,604)
Other income		857		313
Other expense		(339)		(349)
Loss from operations		(34,463)		(27,504)
Interest income		822		442
Interest expense		(975)		(957)
Foreign currency gains, net		4,602		2,274
Other non-operating gains / (losses), net		2,015		(2,027)
Net loss	$	(27,999)	$	(27,772)
Other comprehensive (loss) / income:
Foreign currency translation adjustments		(5,277)		2,468
Total comprehensive loss	$	(33,276)	$	(25,304)

Basic and diluted net loss per ordinary share	$	(0.63)		(0.74)
Weighted average shares used in computing basic and diluted net loss per ordinary share		44,279,456		37,676,172

The accompanying notes are an integral part of theseunaudited consolidated financial statements.

Table of Contents

uniQure N.V.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE-MONTH PERIOD ENDED MARCH 31


						Accumulated
				Additional		other				Total
	Ordinary shares			paid-in		comprehensive		Accumulated		shareholders’
	No. of shares	Amount		capital		(loss)/income		deficit		equity
	(in thousands, except share and per share amounts)
Balance at December 31, 2018	37,351,653	$	2,299	$	720,072	$	(7,259)	$	(535,506)	$	179,606
Loss for the period	—		—		—		—		(27,772)		(27,772)
Other comprehensive loss	—		—		—		(2,468)		—		(2,468)
Hercules warrants exercise	37,175		2		1,271		—		—		1,273
Exercise of share options	183,807		10		2,088		—		—		2,098
Restricted and performance share units distributed during the period	188,081		11		(11)		—		—		—
Share-based compensation expense	—		—		4,294		—		—		4,294
Issuance of ordinary shares relating to employee stock purchase plan	3,126		—		81		—		—		81
Balance at March 31, 2019	37,763,842	$	2,322	$	727,795	$	(9,727)	$	(563,278)	$	157,112

Balance at December 31, 2019	43,711,954	$	2,651	$	986,803	$	(6,689)	$	(659,707)	$	323,058
Loss for the period	—		—		—		—		(27,999)		(27,999)
Other comprehensive loss	—		—		—		(5,277)		—		(5,277)
Exercise of share options	64,762		3		929		—		—		932
Restricted and performance share units distributed during the period	521,079		29		(29)		—		—		—
Share-based compensation expense	—		—		4,355		—		—		4,355
Issuance of ordinary shares relating to employee stock purchase plan	1,801		—		78		—		—		78
Balance at March 31, 2020	44,299,596	$	2,683	$	992,136	$	(11,966)	$	(687,706)	$	295,147

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

uniQure N.V.

~~1General~~

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three months ended March 31,
	2020		2019
		(in thousands)
Cash flows from operating activities
Net loss	$	(27,999)	$	(27,772)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,733		1,569
Share-based compensation expense		4,355		4,294
Change in fair value of derivative financial instruments		(2,015)		2,027
Unrealized foreign exchange gains		(4,824)		(1,820)
Changes in operating assets and liabilities:
Accounts receivable and accrued income, prepaid expenses and other current assets		(1,282)		(2,763)
Accounts payable		(546)		(246)
Accrued expenses, other liabilities and operating leases		(2,645)		(1,190)
Deferred revenue		270		(537)
Net cash used in operating activities		(32,953)		(26,438)
Cash flows from investing activities
Purchases of intangible assets		(2,213)		(996)
Purchases of property, plant and equipment		(677)		(234)
Net cash used in investing activities		(2,890)		(1,230)
Cash flows from financing activities
Proceeds from issuance of shares related to employee stock option and purchase plans		1,010		2,178
Proceeds from exercise of warrants		-		500
Net cash generated from financing activities		1,010		2,678
Currency effect on cash, cash equivalents and restricted cash		(943)		(635)
Net decrease in cash, cash equivalents and restricted cash		(35,776)		(25,625)
Cash, cash equivalents and restricted cash at beginning of period		380,726		237,342
Cash, cash equivalents and restricted cash at the end of period	$	344,950	$	211,717
Cash and cash equivalents	$	342,029	$	208,787
Restricted cash related to leasehold and other deposits		2,921		2,930
Total cash, cash equivalents and restricted cash	$	344,950	$	211,717
Supplemental cash flow disclosures:
Cash paid for interest	$	(780)	$	(751)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

1General business information

uniQure (the “Company”) was incorporated on January 9, 2012 as a private company with limited liability ~~(besloten~~(besloten vennootschap met beperkte ~~aansprakelijkheid)~~aansprakelijkheid) under the laws of the Netherlands. The Company is a leader in the field of gene therapy and seeks to deliver to patients suffering from rare and other devastating diseases single treatments with potentially curative results. The Company’s business was founded in 1998 and was initially operated through its predecessor company, Amsterdam Molecular Therapeutics (AMT) Holding N.V (“AMT”). In 2012, AMT undertook a corporate reorganization, pursuant to which uniQure B.V. acquired the entire business and assets of AMT and completed a share-for-share exchange with the shareholders of AMT. Effective February 10, 2014, in connection with its initial public offering, the Company converted into a public company with limited liability ~~(naamloze vennootschap)~~(naamloze vennootschap) and changed its legal name from uniQure B.V. to uniQure N.V.

The Company is registered in the trade register of the Chamber of Commerce ~~(Kamer~~(Kamer van ~~Koophandel)~~Koophandel) in Amsterdam, the Netherlands under number 54385229. The Company’s headquarters are in Amsterdam, the Netherlands, and its registered office is located at Paasheuvelweg ~~25a,~~25, Amsterdam 1105 BP, the Netherlands and its telephone number is +31 20 240 6000. ~~The Company’s website address is www.uniqure.com.~~

Effective January 1, 2017, the Company ceased to qualify as a foreign private issuer under the rules and regulations of the Securities Act of 1933, as amended (the “Securities Act”). As a result, as of January 1, 2017, the Company began filing electronically with the Securities and Exchange Commission (the “SEC”) its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Prior to this time, the Company filed its annual report on Form 20-F and furnished quarterly financial reports as an exhibit on Form 6-K with the SEC.

The Company’s ordinary shares are listed on the ~~NASDAQ~~Nasdaq Global Select Market and ~~trades~~trade under the symbol “QURE”.

~~2Summary~~2Summary of significant accounting policies

~~2.1Basis~~2.1Basis of preparation

The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The unaudited consolidated financial statements are presented in U.S. dollars, except where otherwise indicated. Transactions denominated in currencies other than U.S. dollars are presented in the transaction currency with the U.S. dollar amount included in parenthesis, converted at the foreign exchange rate as of the transaction date.

~~2.2Unaudited~~2.2Unaudited interim financial information

The ~~accompanying~~ interim financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the financial position, results of operations and changes in financial position for the ~~periods~~period presented.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. The results of operations for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2017,~~2020 or for any other future year or interim period. The accompanying financial statements should be read in conjunction with the audited

~~Table of Contents~~

financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, filed with the SEC on March ~~15, 2017.~~2, 2020.

~~2.3Use~~2.3Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Table of Contents

2.4Accounting policies

~~2.4Accounting policies~~

The principal accounting policies applied in the preparation of these unaudited consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, ~~2016,~~2019, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, filed with the SEC on March ~~15, 2017.~~2, 2020. There have been no material changes in the Company’s significant accounting policies during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2020.

~~2.5Recent~~2.5Recent accounting pronouncements

There have been no new accounting pronouncements or changes to accounting pronouncements during the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, as compared to the recent accounting pronouncements described in Note ~~2.3.22~~2.3.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, which could be expected to materially impact the Company’s unaudited ~~condensed~~ consolidated financial ~~statements except the ones discussed below:~~statements. The Company has adopted ASU 2018-13, Fair Value Measurement (Topic 820) and additional disclosures related to significant unobservable inputs have been included within footnote 4 Fair value measurement.

3	Collaboration arrangements and concentration of credit risk

BMS collaboration

In May ~~2017,~~2015, the ~~FASB issued ASU 2017-09, Compensation-stock compensation (topic 718)- scope~~Company entered into a collaboration and license agreement (the “BMS CLA”) and various related agreements with BMS that provide BMS with exclusive access to the Company’s gene therapy technology platform for the research, development and commercialization of ~~modification accounting~~therapeutics aimed at multiple targets in cardiovascular and other diseases (“~~ASU 2017-09”~~Collaboration Targets”)~~, which provides clarity regarding~~. The initial four-year research term under the ~~applicability of modification accounting in relation to share-based payment awards. Under~~collaboration terminated on May 21, 2019. During the ~~new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification~~initial research term of the ~~award (as equity or liability) changes because~~BMS CLA, the Company supported BMS in discovery, non-clinical, analytical and process development efforts in respect of the ~~change in terms or conditions. The effective date for the standard is for fiscal years beginning after December 15, 2017, which for~~Collaboration Targets. For any Collaboration Targets that may be advanced, the Company ~~is January 1, 2018. Early adoption is permitted.~~will be responsible for manufacturing of clinical and commercial supplies using the Company’s vector technologies and industrial, proprietary insect-cell based manufacturing platform. BMS reimburses the Company for all its research and development costs in support of the collaboration during the initial research term, and will lead development, regulatory and commercial activities for any Collaboration Targets that may be advanced. The ~~new standard is~~BMS CLA provides that the companies may collaborate on up to ~~be applied prospectively. The Company does not expect ASU 2017-09 to have~~10 Collaboration Targets in total. As of March 31, 2020, BMS has designated a ~~material impact on its consolidated financial statements.~~

total of 4 Collaboration Targets. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position2019, BMS requested a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Lessees and lessors are required to recognize and measure leases at the beginningone-year extension of the ~~earliest period presented using a modified retrospective approach. ASU 2016-02 will be effective for~~research term. In April 2019, following an assessment of the progress of this collaboration and the Company’s expanding proprietary programs, the Company ~~beginning in~~notified BMS that the ~~first quarter of 2019 and early application is permitted. The~~ Company ~~does expect ASU 2016-02~~did not intend to have a material impact on its consolidated financial statements, primarily from recognition of a right-of-use asset and lease liability in the balance sheet and a shift of cash outflows from operating activitiesagree to ~~financing activities.~~

~~In July 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral~~an extension of the ~~Effective Date (“ASU 2015-14”), which deferred~~research term but rather preferred to restructure or amend the ~~effective date for ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), by one year. ASU 2014-09 will supersede~~collaboration to reduce or eliminate certain of the revenue recognition requirements in ASC 605, Revenue Recognition, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In 2016, the FASB issued ASU 2016-08, 2016-10 and 2016-12, which provided further clarification on ASU 2014-09. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which for the Company is January 1, 2018. Company’s obligations under it.

The Company has ~~one active product development~~agreed to certain restrictions on its ability to work independently of the collaboration, either directly or indirectly through any affiliate or third party, on certain programs that would be competitive with the collaboration programs. Accordingly, the Company is currently in discussions with BMS potentially to restructure or amend the BMS CLA and other related agreements following the expiration of the research term. It is currently uncertain whether a change to the BMS CLA will be agreed and, if agreed, what the specific terms of any such change may be. As a consequence, the Company has not taken into account the impact of such change, if any, on the timing of recognition of the prepaid License Revenue if and when the BMS CLA and other related agreements have been restructured or amended. The final resolution of these discussions may or may not result in material changes to the Company’s collaboration with ~~Bristol Myers Squibb (“BMS”). ASU 2014-09 provides for two possible implementation methods, (i) full retrospective application~~BMS. The Company agreed, subject to ~~all periods from January 1, 2015~~certain conditions, to continue providing limited support of the pre-clinical Collaboration Targets, and any related costs will be reimbursed by BMS during these discussions.

The Company evaluated the BMS CLA and determined that its performance obligations are as follows:

(i)

Providing access to its technology and know-how in the field of gene therapy as well as actively contributing to the target selection, the collaboration as a whole, the development during the target selection, the pre-clinical and the clinical phase through participating in joint steering committee and other governing bodies (“License Revenue”);

(ii)

Providing pre-clinical Collaboration Target specific, non-clinical, analytical and process development services during the initial research term, which ended on May 21, 2019 (“Collaboration Revenue”); and

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(iii)

Providing clinical and commercial manufacturing services for Collaboration Targets (“Manufacturing Revenue”). To date the Company has not generated any Manufacturing Revenue.

~~onwards~~

Amounts owed by BMS in relation the collaboration services are as follows:


	March 31,		December 31,
	2020		2019
	(in thousands)
Bristol Myers Squibb	$	258	$	947
Total	$	258	$	947

License Revenue

The Company recognized $0.0 million of License Revenue for ~~revenue recognized~~the three months ended March 31, 2020, compared to $0.6 million during the same period in 2019 in relation to ~~collaborations; or (ii) application of the standard from January 1, 2018, onwards to the BMS collaboration with an adjustment to retained earnings~~a $60.1 million upfront payment recorded on May 21, 2015, as ~~of December 31, 2017, to include the cumulative adjustment to revenue recognized in prior periods~~well as $15.0 million received in relation to the ~~BMS collaboration.~~

designation of the second, third and fourth Collaboration Targets in August 2015 (together “Consideration”).

The Company would be entitled to an aggregate $16.5 million in target designation payments upon the selection of the fifth through tenth Collaboration Targets. The Company would also be eligible to receive research, development and regulatory milestone payments of up to $254.0 million for a lead Collaboration Target and up to $217.0 million for each of the other selected Collaboration Targets, if defined milestones are achieved. The Company would include the variable consideration related to the selection of the fifth to tenth Collaboration Target, or any of the milestones, in the transaction price once it is considered probable that including these payments in the transaction price would not result in the reversal of cumulative revenue recognized. The Company would recognize significant amounts of License Revenue for services performed in prior periods if and when the Company considers this probable. Due to the significant uncertainty surrounding the development of gene-therapy product candidates and the dependence on BMS’s performance and decisions, the Company does not currently ~~accounts for~~consider this probable.

Additionally, the ~~BMS collaboration agreement as~~Company is eligible to receive net sales-based milestone payments and tiered mid-single to low double-digit royalties on product sales. The royalty term is determined on a ~~revenue arrangement~~licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with ~~multiple elements.~~ a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when performance obligations are satisfied.

The ~~Company’s substantive deliverables under~~Company recognizes License Revenue over the ~~BMS collaboration agreement include an exclusive license~~expected performance period based on its measure of progress towards the completion of certain activities related to its ~~technology in~~services. The Company determines such progress by comparing activities performed at the ~~field~~end of ~~cardiovascular disease,~~each reporting period with total activities expected to be performed. The Company estimates total expected activities using a number of unobservable inputs, such as the probability of BMS designating additional targets, the probability of successfully completing each phase and estimated time required to provide services during the various development stages. If available, the Company uses product candidate-specific research and development ~~services for specific targets chosen by BMS and general development~~plans. Alternatively, the Company assumes that completion of the ~~Company’s proprietary vector technology, participation in the Joint Steering Committee,~~pre-clinical phase requires an average of four years and that clinical development and commercial ~~manufacturing.~~launch on average require 8.5 years.

~~The Company is continuing to assess the method~~

Table of ~~adoption as well as its financial statement disclosures.~~Contents

4	Fair value measurement

3 ~~Fair value measurement~~

The Company measures certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. U.S. GAAP requires disclosure of methodologies used in determining the reported fair values, and establishes a hierarchy of inputs used when available. The three levels of the fair value hierarchy are described below:

●

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities in markets that are not active or models for which the inputs are observable, either directly or indirectly.

●

Level 3 - Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and are unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

~~Items measured at fair value on a recurring basis include financial instruments and contingent consideration.~~ The carrying amount of cash and cash equivalents, ~~accounts receivable~~accrued income from ~~collaborators,~~the related party, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the ~~consolidated~~Consolidated balance sheets approximate their fair values due to their short-term maturities.

~~Table of Contents~~

The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of ~~September 30, 2017,~~March 31, 2020, and December 31, ~~2016:~~2019:


	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Classification in consolidated balance sheets
		in thousands
At December 31, 2016

										Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Classification in Consolidated balance sheets
											(in thousands)
At December 31, 2019
Assets:
Cash and cash equivalents	$	132,496	$	—	$	—	$	132,496
Cash, cash equivalents and restricted cash										$	380,726	$	—	$	—	$	380,726	Cash and cash equivalents; restricted cash
Total assets		132,496		—		—		132,496		$	380,726	$	—	$	—	$	380,726
Liabilities:
Derivative financial instruments - debt		—		—		11		11	Accrued expenses and other current liabilities
Derivative financial instruments - related party		—		—		51		51	Other non-current liabilities		—		—		3,075		3,075
Contingent consideration		—		—		1,838		1,838
Total liabilities	$	—	$	—	$	1,900	$	1,900		$	—	$	—	$	3,075	$	3,075
At September 30, 2017
At March 31, 2020
Assets:
Cash and cash equivalents	$	88,934	$	—	$	—	$	88,934
Cash, cash equivalents and restricted cash										$	344,950	$	—	$	—	$	344,950	Cash and cash equivalents; restricted cash
Total assets		88,934		—		—		88,934		$	344,950	$	—	$	—	$	344,950
Liabilities:
Derivative financial instruments - debt		—		—		3		3	Accrued expenses and other current liabilities
Derivative financial instruments - related party		—		—		35		35	Other non-current liabilities	$	—	$	—	$	1,004	$	1,004
Contingent consideration		—		—		3,610		3,610
Total liabilities	$	—	$	—	$	3,648	$	3,648		$	—	$	—	$	1,004	$	1,004

Changes in Level 3 items during the ~~nine~~three months ended ~~September 30, 2017, and 2016,~~March 31, 2020, are as ~~follows:~~

Derivative

Contingent

financial


consideration

instruments

Total

in thousands
Balance at December 31, 2016

$
1,838

$
62

$
1,900
(Gains) / losses recognized in profit or loss

2,704

(29)

2,675
Amounts due (presented in Accrued expenses and other current liabilities)

(1,181)

—

(1,181)
Currency translation effects

249

5

254
Balance at September 30, 2017

$
3,610

$
38

$
3,648

Derivative

Contingent

financial


consideration

instruments

Total

in thousands
Balance at December 31, 2015

$
2,926

$
837

$
3,763
(Gains) / losses recognized in profit or loss

(1,569)

(701)

(2,270)
Currency translation effects

87

20

107
Balance at September 30, 2016

$
1,444

$
156

$
1,600

follows

~~Contingent consideration~~


	Derivative
	financial
	instruments
	(in thousands)
Balance at December 31, 2019	$	3,075
Net gains recognized in profit or loss		(2,015)
Currency translation effects		(56)
Balance at March 31, 2020	$	1,004

In connection with the Company’s acquisition of InoCard GmbH (“InoCard”) in 2014, the Company recorded contingent consideration related to amounts potentially payable to InoCard’s former shareholders. In August 2017, the Company and the former shareholders amended the 2014 sale and purchase agreement to waive certain of the Company’s obligations regarding the development of the acquired program pursuant to a plan to be agreed to between the Company and the InoCard former shareholders. The parties also modified the conditions of the agreed milestone payments, including a reduction of the percentage of any future milestone that can be settled in the form of Company ordinary shares from 100% to 50%. The Company recorded $2.3 million in research and development cost in the three and nine months ended September 30, 2017, related to the increase of fair value of the contingent consideration resulting from these modifications.

119

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~~The amounts payable in accordance with the amended sale and purchase agreement are contingent upon realization of the following milestones:~~

~~Early candidate nomination of product by third party;~~

~~Acceptance of investigational new drug application by the United States Food and Drug Administration or an equivalent filing in defined Western European countries;~~

~~Completion of dosing of all patients in the first clinical study; and~~

~~Full proof of concept of the product in humans after finalization of the first clinical study.~~

The valuation of the contingent liability is based on significant inputs not observable in the market such as the probability of success (“POS”) of achieving certain research milestones (estimated as probable for the first three milestones as of the balance sheet date), the time at which the research milestones are expected to be achieved (ranging from 2018 to 2021), as well as the discount rate applied, which represents a Level 3 measurement. The POS as well as the discount rate both reflect the probability of achieving a milestone as of a specific date. In June 2017, the Company replaced the risk-adjusted discount rate of 30.0% with the Company’s weighted average rate of capital of 14.5% to reflect the full integration of the acquired business into the Company’s operation. This resulted in a $0.3 million increase of the liability.BMS warrants

~~Varying the timing of the milestones, the discount rate and the POS of unobservable inputs results in the following fair value changes:~~


		~~September 30,~~
	~~2017~~
	~~in thousands~~
~~Change in fair value~~
~~Moving out of all milestones by 6 months~~	$	~~(231)~~
~~Increasing the POS for the first milestone by 20%~~		~~1,103~~
~~Decreasing the POS for the first milestone by 20%~~		~~(1,103)~~
~~Reducing the discount rate from 14.5% to 4.5%~~		~~1,004~~
~~Increasing the discount rate from 14.5% to 24.5%~~		~~(590)~~


		~~December 31,~~
	~~2016~~
	~~in thousands~~
~~Change in fair value~~
~~Moving out of all milestones by 6 months~~	$	~~(209)~~
~~Increasing the POS for the first milestone by 20%~~		~~367~~
~~Decreasing the POS for the first milestone by 20%~~		~~(367)~~
~~Reducing the discount rate from 30% to 20%~~		~~638~~
~~Increasing the discount rate from 30% to 40%~~		~~(309)~~

~~Derivative financial instruments~~

The Company issued derivative financial instruments related to its collaboration with ~~Bristol-Meyers Squibb Company (“BMS”) and in relation to the issuance of the Hercules Technology Growth Corp. (“Hercules”) loan facility.~~BMS. The fair value of ~~these~~the BMS derivative financial instruments (“BMS warrants”) as of ~~September 30, 2017,~~March 31, 2020, was ~~$0.0~~$1.0 million ~~(December~~compared to a fair value of $3.1 million as of December 31, ~~2016: $0.1 million), and these derivative financial instruments~~2019. Changes in the fair value of the BMS warrants are primarily impacted by changes in the Company’s share price, whereby a decrease in share price generally results in a decrease of the fair value. In addition, the Company revised certain unobservable inputs as well as valuation techniques which resulted in a further decrease in fair value of $0.7 million as of March 31, 2020. These BMS warrants are described in more detail below.

~~There were no significant changes in the sensitivity of the fair value from (un)observable inputs as of September 30, 2017, compared to December 31, 2016.~~

~~Table of Contents~~

~~BMS collaboration~~

~~On April 6, 2015, the Company entered into several agreements with BMS (the “BMS Agreements”). Pursuant to the terms of the BMS Agreements the~~The Company granted BMS ~~two~~2 warrants:

●

A warrant allowing BMS to purchase a specific number of ~~uniQure~~the Company’s unregistered ordinary shares such that its ownership will equal 14.9% immediately after such ~~purchase.~~purchase (“1^st warrant”). The 1^st warrant can be exercised on the later of (i) the date on which the Company receives from BMS the Target Designation Fees (as defined in the ~~collaboration agreements)~~BMS CLA) associated with the first ~~six New Targets (as defined in the collaboration agreements)~~6 new targets (a total of 7 Collaboration Targets); and (ii) the date on which BMS designates the sixth ~~New Target.~~

new target (the seventh Collaboration Target).

●

A warrant allowing BMS to purchase a specific number of ~~uniQure~~the Company’s unregistered ordinary shares such that its ownership will equal 19.9% immediately after such ~~purchase.~~purchase (“2^nd warrant” and together with the 1^st warrant, the “warrants”). The 2^nd warrant can be exercised on the later of (i) the date on which ~~uniQure~~the Company receives from BMS the Target Designation Fees associated with the first ~~nine New Targets;~~9 new targets (a total of 10 Collaboration Targets); and (ii) the date on which BMS designates the ninth ~~New Target.~~

new target (the tenth Collaboration Target).

Pursuant to the terms of the BMS ~~Agreements~~CLA, the exercise price in respect of each warrant is equal to the greater of (i) the product of (A) $33.84, multiplied by (B) a compounded annual growth rate of 10% (or approximately $53.65 as of March 31, 2020) and (ii) the product of (A) 1.10 ~~multiplied by~~and (B) the VWAP for the 20 trading days ending on the date that is five trading days prior to the date of a notice of exercise delivered by BMS.

~~Hercules loan facility~~As of March 31, 2020, BMS had designated a total of 4 Collaboration Targets, and as such, the warrants were not exercisable. The Company estimated the exercise of warrants to occur within four and six years after the balance sheet date.

~~On June 14,~~The significant unobservable inputs that the Company uses to develop Level 3 fair value measurements include the number of ordinary shares outstanding at the time of BMS’s warrant exercises. The number of such shares outstanding at the time of exercise determines the number of unregistered shares to be issued in connection with the BMS warrants.

The warrants can only be exercised following the occurrence of events contractually defined in the warrant agreements. The probability of the occurrence of these events represent another significant unobservable input used in the calculation of the fair value of the warrants. The Company estimates that the probability of the occurrence of events allowing BMS to exercise the 1^st warrant is within a range of 0% to 44% and between 0% to 11% with respect to the 2^nd warrant. The arithmetic averages related to these ranges are 24% and 5% for the 1^st and 2^nd warrant, respectively.

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5	Right-of-use asset and lease liabilities

The Company’s most significant leases relate to office and laboratory space under the following operating lease agreements:

Lexington, Massachusetts / United States

In July 2013, the Company entered into a ~~venture debt loan~~lease for a facility in Lexington, Massachusetts, United States. In November 2018, the term was expanded by five years from 2024 to June 2029. The lease is renewable for 2 subsequent five-year terms. Additionally, the lease was expanded to include an additional 30,655 square feet within the same facility and for the same term. The lease of the expansion space commenced on June 1, 2019.

Amsterdam / The Netherlands

In March 2016, the Company entered into a 16-year lease for a facility in Amsterdam, the Netherlands, and amended this agreement in June 2016. The lease for this facility terminates in February 2032, with ~~(the “Original Facility”) with Hercules Technology Growth Capital, Inc. (“Hercules”) pursuant~~an option to ~~a Loan and Security Agreement (the “Loan Agreement”) which included a warrant.~~extend in increments of five-year periods. The ~~warrant was not closely~~lease contract includes variable lease payments related to ~~the host contract and was accounted for separately as~~annual increases in payments based on a ~~derivative financial liability measured at fair value though profit or loss. The warrant included in the Original Facility remained in place following the 2014 and 2016 amendments of the loan.~~consumer price index.

~~4 Collaboration arrangements and concentration of credit risk~~

~~In the three and nine months ended September 30,~~On December 1, 2017, the Company generated all collaboration and license revenues from its Collaboration and License Agreement with BMS, and its Co-Development Agreement for hemophilia B with Chiesi Farmaceutici S.p.A. (“Chiesi”).

~~On April 19, 2017, the Company and Chiesi~~ entered into an agreement to ~~terminate~~sub-lease 3 of the ~~Glybera Commercialization Agreement following~~7 floors of its Amsterdam facility for a ten-year term ending on December 31, 2027, with an option for the sub-lessee to extend until December 31, 2031. In February 2020, the Company amended the agreement to take back 1 of the 3 floors effective March 1, 2020. The fixed lease payments to be received during the remaining term amount to $6.5 million (EUR 5.9 million) as of March 31, 2020.

The components of lease cost were as follows:


	Three months ended March 31,
	2020		2019
	(in thousands)
Operating lease cost	$	1,290	$	897
Variable lease cost		145		4
Sublease income		(248)		(268)
Total lease cost	$	1,187	$	633

The table below presents the lease-related assets and liabilities recorded on the Consolidated balance sheets.


	March 31,		December 31,
	2020		2019
	(in thousands)
Assets
Operating lease right-of-use assets	$	26,288		26,797
Liabilities
Current
Current operating lease liabilities		5,900		5,865
Non-current
Non-current operating lease liabilities		30,518		31,133
Total lease liabilities	$	36,418		36,998

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Other information

The weighted-average remaining lease term as of March 31, 2020 is 10.1 years, compared to 10.3 years as of December 31, 2019 and the weighted-average discount rate as of March 31, 2020 is 11.33%, compared to 11.33% as of December 31, 2019. The Company derived the discount rate, adjusted for differences such as in the term and payment patterns, from the Company’s ~~decision~~loan from Hercules Capital which was refinanced immediately prior to ~~not seek renewal with~~ the ~~European Medicines Agency~~January 1, 2019 adoption date in December 2018.

The table below presents supplemental cash flow and non-cash information related to leases.

Besides the initial recognition of operating right-of-use assets of $19.0 million upon adoption of the ~~marketing authorization for Glybera by October 2017 (“Glybera Termination Agreement”). In July 2017,~~new lease standards on January 1, 2019, the Company ~~and Chiesi terminated their co-development agreement~~did not obtain any additional right-of-use assets in respect of the hemophilia B program (“hemophilia B Termination Agreement”). As a result, the Company holds the global rights to the development of the hemophilia B program and is not required to provide any further services in relation to the co-development and active contribution to the collaboration by providing technology accessexchange for lease obligations in the ~~field of gene therapy to Chiesi.~~ three months ended March 31, 2020 and March 31, 2019.

~~Since June 2015, BMS has been considered a related party given the significance of its equity investment in the Company.~~Undiscounted cash flows

~~Services to the Company’s collaboration partners are rendered by the Dutch operating entity. Total collaboration and license revenue generated from these partners are as follows:~~

Three months ended September 30,

Nine months ended September 30,


2017

2016

2017

2016

in thousands
Bristol Myers Squibb

$
2,260

$
5,125

$
5,877

$
10,396
Chiesi Farmaceutici S.p.A

—

2,096

4,646

5,571
Total

$
2,260

$
7,221

$
10,523

$
15,967

~~Table of Contents~~

~~Amounts owed by these partners in relation to the collaboration are as follows:~~

September 30,

December 31,

2017

2016

in thousands
Bristol Myers Squibb

$
1,945

$
5,500
Chiesi Farmaceutici S.p.A

—

3,680
Total

$
1,945

$
9,180

~~BMS collaboration~~

In May 2015, the Company closed a Collaboration and License Agreement with BMS (the “BMS Collaboration Agreement”) that provides exclusive access to the Company’s gene therapy technology platform for multiple targets in cardiovascular (and other target specific) diseases. The collaboration included the Company’s proprietary gene therapy program for congestive heart failure which aims to restore the heart's ability to synthesize S100A1, a calcium sensor and master regulator of heart function, and thereby improve clinical outcomes for patients with reduced ejection fraction. Beyond cardiovascular diseases, the agreement also included the potential for a target exclusive collaboration in other disease areas. In total, the companies may collaborate on ten targets, including S100A1.

The ~~Company is conducting~~table below reconciles the ~~discovery, non-clinical, analytical and process development activities and is responsible for manufacturing~~undiscounted cash flows as of clinical and commercial supplies using the Company’s vector technologies and industrial, proprietary insect-cell based manufacturing platform. BMS reimburses the Company for all its research and development efforts in support of the Collaboration, and will lead the clinical development and regulatory activities across all programs. BMS will also be solely responsible for commercialization of all products from the collaboration.

The Company evaluated the BMS Collaboration Agreement and determined that it is a revenue arrangement with multiple elements. The Company’s substantive deliverables under the BMS Collaboration Agreement include an exclusive license to its technology in the field of cardiovascular disease, research and development services for specific targets chosen by BMS and general development of the Company’s proprietary vector technology, participation in the Joint Steering Committee, and clinical and commercial manufacturing. The Company concluded that the BMS Collaboration Agreement consists of three units of accounting, including (i) technology (license and target selections), know-how and manufacturing in the field of gene therapy and development and active contribution to the development through the Joint Steering Committee participations, (ii) provision of employees, goods and services for research activities for specific targets and (iii) clinical and commercial manufacturing. The Company determined that the license does not have stand-alone value to BMS without the Company’s know-how and manufacturing technology through the participation of the Joint Steering Committee and accordingly, they were combined into one unit of accounting.

~~License revenue – BMS~~

~~As of May 21, 2015, the effective date of the BMS Collaboration Agreement, the Company recorded deferred revenue of $60.1 million. On July~~March 31, 2015, BMS selected the second, third and fourth collaboration targets, triggering a $15.0 million target designation payment to the Company. The Company is entitled to an aggregate of $16.5 million in target designation payments upon the selection of the fifth through tenth collaboration targets. The Company will also be eligible to receive research, development and regulatory milestone payments of up to $254.0 million for S100A1 and up to $217.0 million2020, for each of the ~~other selected targets, if milestones are achieved. The Company determined that~~first five years and the ~~contingent payments under~~total of the BMS Collaboration Agreement relating to research, development and regulatory milestones do not constitute substantive milestones and will not be accounted for under the milestone method of revenue recognition. The events leading to these payments solely depend on BMS’ performance. Accordingly, any revenue from these contingent payments would be allocatedremaining years to the ~~first unit~~operating lease liabilities recorded on the Consolidated balance sheet as of ~~accounting noted above~~March 31, 2020.


	Lexington		Amsterdam¹⁾		Other¹⁾		Total
	(in thousands)
2020 (nine months remaining)	$	2,535	$	1,855	$	139	$	4,529
2021		3,455		1,855		139		5,449
2022		3,552		1,855		—		5,407
2023		3,650		1,855		—		5,505
2024		4,146		1,855		—		6,001
Thereafter		20,745		12,833		—		33,578
Total lease payments	$	38,083	$	22,108	$	278	$	60,469

Less: amount of lease payments representing interest payments		(14,400)		(9,639)		(12)		(24,051)
Present value of lease payments		23,683		12,469		266		36,418
Less: current operating lease liabilities		(3,383)		(2,319)		(198)		(5,900)
Non-current operating lease liabilities	$	20,300	$	10,150	$	68	$	30,518

(¹⁾ Payments are due in EUR and ~~recognized over~~have been translated at the ~~expected performance period.~~foreign exchange rate as of March 31, 2020, of $1.10/ €1.00).

License revenue is recognized over an expected performance period of 19 years on a straight-line basis commencing on May 21, 2015. The expected performance period is reviewed quarterly and adjusted to account for changes, if any, in the Company´s estimated performance period. The estimated performance period did not change in the nine months ended September 30, 2017.

1412

Table of Contents

6	Accrued expenses and other current liabilities

The Company recognized $1.1 million and $3.1 million of license revenue for the three and nine months ended September 30, 2017, respectively, and compared to $1.0 million and $3.0 million during the same periods in 2016.

Additionally, the Company is eligible to receive net sales-based milestone payments and tiered high single to low double-digit royalties on product sales. These revenues will be recognized when earned.

The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after such first commercial sale if there is no such exclusivity.

~~Collaboration revenue – BMS~~

~~The Company provides target-specific research and development services to BMS. Collaboration revenue related to these contracted services is recognized when earned.~~

The Company generated $1.1 million and $2.8 million of collaboration revenue during the three and nine months ended September 30, 2017, respectively, compared to $4.1 million and $7.4 million during the same periods in 2016.

~~Manufacturing revenue – BMS~~

BMS and the Company also entered into a binding term sheet for the Company to supply gene therapy products during the clinical and commercial phase to BMS. Revenues from product sales will be recognized when earned. To date the Company has not supplied any clinical and commercial product to BMS.

~~Chiesi collaboration~~

In 2013, the Company entered into two agreements with Chiesi, one for the co-development and commercialization of the hemophilia B program (the “Hemophilia Collaboration Agreement”) and one for the commercialization of Glybera (the “Glybera Agreement”, and together with the Collaboration Agreement, the “Chiesi Agreements”) in Europe and selected territories.

In April 2017, the parties agreed to terminate the Glybera Agreement. Accordingly, the Company will not be required to supply Glybera to Chiesi beyond October 2017. In July 2017, the parties terminated the Hemophilia Collaboration Agreement and the Company reacquired rights associated with its hemophilia B program in Europe and selected territories.

~~License revenue – Chiesi~~

Upon the closing of the Chiesi Agreements on September 30, 2013, the Company received €17.0 million ($22.1 million) in non-refundable up-front payments. The Company determined that the up-front payments constituted a single unit of accounting that should be amortized as license revenue on a straight-line basis over the performance period of July 2013 through September 2032. In July 2017, the Company fully released the outstanding deferred revenue and recorded $13.8 million other income during the three and nine months ended September 30, 2017.

The Company recognized $0.0 million and $0.0 million of license revenue during the three and nine months ended September 30, 2017, respectively, compared to $0.2 million and $0.7 million during the same periods in 2016. The Company recognized the license revenue for the nine months ended September 30, 2017, net of a $0.5 million reduction for amounts previously amortized and repaid by the Company in accordance with the Glybera Termination Agreement in 2017.

~~Table of Contents~~

~~Collaboration revenue – Chiesi~~

Prior to the termination of the Hemophilia Collaboration Agreement up to June 30,2017, Chiesi reimbursed the Company for 50% of the agreed research and development efforts related to hemophilia B. These reimbursable amounts have been presented as collaboration revenue.

The Company generated $0.0 million and $4.6 million of collaboration revenue from the co-development of hemophilia B during the three and nine months ended September 30, 2017, respectively, compared to $1.9 million and $4.8 million during the same periods in 2016.

~~5 Property, plant and equipment~~

~~The following table presents the Company’s property, plant and equipment as of September 30, 2017, and December 31, 2016:~~

September 30,

December 31,

2017

2016

in thousands
Leasehold improvements

$
33,054

$
30,582
Laboratory equipment

15,952

14,166
Office equipment

2,926

2,710
Construction-in-progress

365

313
Total property, plant, and equipment

52,297

47,771
Less accumulated depreciation

(17,644)

(12,069)
Property, plant and equipment, net

$
34,653

$
35,702

Total depreciation expense was $1.7 million and $5.1 million during the three and nine months ended September 30, 2017, respectively, compared to $1.4 million and $4.1 million during the same periods in 2016. Depreciation expense is allocated to research and development to the extent it relates to the Company’s manufacturing facility and equipment. All other depreciation expenses are allocated to selling, general and administrative expense.

~~6 Intangible assets~~

~~The Company’s intangible assets include acquired licenses and acquired research and development (“Acquired R&D”) and are presented in the following table:~~

September 30,

December 31,

2017

2016

in thousands
Licenses

$
9,417

$
7,799
Acquired research & development

5,512

4,908
Total intangible assets

14,929

12,707
Less accumulated amortization and impairment

(5,902)

(4,383)
Intangible assets, net

$
9,027

$
8,324

Amortization expense was $0.1 million and $0.9 million for the three and nine months ended September 30, 2017, respectively, compared to $0.1 million and $0.4 million during the same periods in 2016. All amortization was included in research and development expenses, except for $0.6 million related to the termination of the Chiesi collaboration, which was presented in other expense in the nine months ended September 30, 2017.

~~Table of Contents~~

7 ~~Accrued expenses and other current liabilities~~

Accrued expenses and other current liabilities include the following items:


	September 30,		December 31,
	2017		2016
	in thousands

					March 31,		December 31,
					2020		2019
					(in thousands)
Accruals for services provided by vendors-not yet billed	$	3,236	$	3,824	$	5,973	$	5,425
Personnel related accruals and liabilities		4,481		5,559		3,534		7,032
Other current liabilities		2,448		383
Total	$	10,165	$	9,766	$	9,507	$	12,457

According to the Glybera Termination Agreement the Company is responsible for terminating the Phase IV post-approval study. The Company accrued $0.9 million (presented as other expenses) during the three months ended June 30, 2017, related to such costs. As of September 30, 2017, the accrual for these amounts was $0.9 million of which $0.6 million is included in other current liabilities.

7	Long-term debt

~~In addition, as of September 30, 2017 the Company owed $1.2 million to the former shareholders of InoCard (included in other current liabilities on the accompanying balance sheet).~~

~~Restructuring plan~~

In November 2016, the Company announced a plan to restructure its activities resulting from a company-wide strategic review with the aim of refocusing its pipeline, consolidating its manufacturing capabilities into its Lexington, Massachusetts site, reducing operating costs and enhancing overall execution. At various dates between December 2016 and September 2017, the Company entered into termination agreements with certain employees. Depending on the individual fact pattern the Company accrues the related termination costs over the service period or at the date of communication to the employees. Changes in accrued termination benefits (included in research and development expenses) for the nine months ended September 30, 2017, are detailed in the table below.

Accrued

termination

benefits

in thousands
Balance at December 31, 2016

$
1,148
Accrued through profit and loss

1,677
Payments

(1,812)
Currency translation effects

88
Balance at September 30, 2017

$
1,101

~~8 Long-term debt~~

On June 14, 2013, the Company entered into a venture debt loan facility with Hercules, which was amended and restated on June 26, 2014, and again on May 6, 2016 (“2016 Amended Facility”). On December 6, 2018, the Company signed an amendment to the Second Amended and Restated Loan and Security Agreement that both refinanced the existing $20 million 2016 Amended Facility and provided an additional commitment of $30 million (of which $15 million is subject to the discretion of Hercules) (the “2018 Amended Facility”). At signing, the Company drew down an additional $15 million for a total of $35 million outstanding. The ~~2016~~Company has the right to draw another $15 million through June 30, 2020 subject to the terms of the 2018 Amended Facility. The 2018 Amended Facility extended the loan’s maturity date from ~~September 30,~~May 1, 2020 until June 1, 2023. The interest-only period was initially extended from November 2018 to ~~May~~January 1, ~~2020. As at~~2021. The interest-only period was further extended to January 1, 2022 as a result of meeting the provision in the 2018 Amended Facility of raising more than $90.0 million in equity financing in September ~~30, 2017,~~2019. The Company is required to repay the facility in equal monthly installments of principal and ~~December 31, 2016, $20.0 million was outstanding.~~interest between the end of the interest-only period and the maturity date. The interest rate iscontinues to be adjustable and is the greater of (i) ~~8.25%~~8.85% or (ii) ~~8.25%~~8.85% plus the prime rate less ~~5.25%.~~ 5.50% per annum.

Under the ~~2016~~2018 Amended Facility, the ~~interest rate will initially be 8.25% per annum with~~Company paid a facility fee of 0.50% of the $35 million outstanding as of signing and owes a back-end fee of 4.95% of the outstanding debt. In addition, in May 2020 the Company owes a back-end fee of 4.85% ~~and a facility fee~~ of ~~0.75%~~$20 million, which is the amount of debt raised under the outstanding loan amounts. The interest-only payment period expires on November 2017, but can be extended to May 2018 upon the Company raising a cumulative $30.0 million in up-front corporate payments and/or proceeds from equity financings (“Raisings”), and further extended to November 2018 upon the Company raising a cumulative $50.0 million from such Raisings.2016 Amended Facility.

~~Table of Contents~~

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the ~~2016~~2018 Amended Facility was ~~$20.6~~$36.5 million as of ~~September 30, 2017,~~March 31, 2020, compared to ~~$20.2~~$36.3 million as of December 31, ~~2016,~~2019, and is recorded net of discount and debt issuance costs. The foreign currency ~~gain~~loss on the loan in the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2020, was $0.7 million ~~and $2.3 million, respectively,~~ compared to a foreign currency loss of ~~$0.2 million and $0.4~~$0.7 million during the same ~~periods~~period in ~~2016. The fair value of the loan approximates its carrying amount, as the loan is amortized at a market conforming interest rate and the impact of discounting is insignificant.~~

2019.

Interest expense associated with the ~~2016~~2018 Amended Facility during the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2020 was ~~$0.6~~$0.9 million ~~and $1.6 million, respectively,~~ compared to ~~$0.5 million and $1.7~~$0.9 million during the same ~~periods~~period in ~~2016.~~

2019.

As a covenant in the ~~2016~~2018 Amended Facility, the Company has periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States, equivalent to the lesser of 65% of the outstanding balance of principal due ~~and 50%~~or 100% of worldwide cash ~~reserves.~~and cash equivalents. This restriction on ~~the~~ cash ~~reserves~~and cash equivalents only relates to the location of the cash ~~reserves,~~and cash equivalents, and such cash ~~reserves~~and cash equivalents can be used at the discretion of the Company. In combination with other covenants, the ~~2016~~2018 Amended Facility restricts the Company’s ability to, among other things, incur future indebtedness and obtain additional debt financing, to make investments in securities or in other companies, to transfer assets, to perform certain corporate changes, to make loans to employees, officers and directors, and to make dividend payments and other distributions. The Company secured the facilities by directly or indirectly pledging its total assets of $414.2 million with the ~~shares in its subsidiaries, substantially all its receivables, moveable assets as well as the equipment, fixtures, inventory~~exception of $136.4 million of cash and cash ~~of uniQure Inc.~~

9 ~~Shareholders’ Equity~~

~~On September 15, 2017, the Company filed a prospectus supplement to the prospectus dated May 15, 2017,~~equivalents and entered into a sales agreement (the "Sales Agreement") with Leerink Partners LLC (“Leerink”) to establish an “at the market” (“ATM”) equity offering program pursuant to which Leerink can sell, with the Company’s authorization, up to 5 million ordinary shares at prevailing market prices from time to time. The Company will pay Leerink a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the Sales Agreement. The Company has not yet sold any ordinary shares under the Sales Agreement and has not received any gross proceeds. The Company capitalized $0.4 million of expenses related to this offering (included in other current assets held by uniQure N.V.

The 2018 Amended Facility contains provisions that include the occurrence of a material adverse effect, as defined therein, which would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable. As of March 31, 2020, the Company was in ~~the accompanying balance sheet).~~compliance with all covenants and provisions.

10 ~~Share-based compensation~~

~~Share-based compensation expense recognized by classification included in the consolidated statements of operations and comprehensive loss was as follows:~~

Three months ended September 30,

Nine months ended September 30,


2017

2016

2017

2016

in thousands
Research and development - employees

$
1,131

$
893

$
2,612

$
2,670
Selling, general and administrative - employees

1,316

30

3,366

1,680
Research and development - non-employees

—

—

—

670
Total

$
2,447

$
923

$
5,978

$
5,020

~~Share-based compensation expense recognized by award type was as follows:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Award type

in thousands
Share options

$
638

$
718

$
2,347

$
4,408
Restricted share units (“RSUs”)

728

88

1,960

323
Performance share units (“PSUs”)

1,081

117

1,671

289
Total

$
2,447

$
923

$
5,978

$
5,020

1813

Table of Contents

~~As of September 30, 2017, the unrecognized~~8Share-based compensation ~~costs related to unvested awards under the various share-based compensation plans were:~~

Weighted-average


Unrecognized

remaining

compensation

period for

costs

     recognition
Award type

in thousands

in years
Share options

$
7,041

2.52
Restricted share units

4,003

1.64
Performance share units

3,747

1.84
Total

$
14,791

2.11

~~The Company satisfies the exercise of share options and vesting of RSUs and PSUs through newly issued shares.~~

The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the ~~NASDAQ~~Nasdaq Global Select Market with ~~characteristics~~terms similar to the 2014 Plan ~~(classified as “Other~~(together the “2014 Plans”). At the annual general meeting of shareholders in June 2018, the Company’s shareholders approved amendments of the 2014 Plan, increasing the shares authorized for issuance by 3,000,000 to a total of 8,601,471.

2014 Plans

Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans was as follows:


��	Three months ended March 31,
	2020		2019
	(in thousands)
Research and development	$	2,382	$	1,980
Selling, general and administrative		1,958		2,298
Total	$	4,340	$	4,278

Share-based compensation expense recognized by award type was as follows:


	Three months ended March 31,
	2020		2019
	(in thousands)
Award type
Share options	$	2,208	$	2,076
Restricted share units (“RSUs”)		1,444		930
Performance share units (“PSUs”)		688		1,272
Total	$	4,340	$	4,278

As of March 31, 2020, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:


	Unrecognized		Weighted average
	share-based		remaining
	compensation		period for
	expense		recognition
	(in thousands)		(in years)
Award type
Share options	$	28,880	3.10
Restricted share units		16,746	2.40
Performance share units		4,278	1.58
Total	$	49,904	2.73

The Company ~~previously had a 2012 Equity Incentive Plan (the “2012 Plan”)~~satisfies the exercise of share options and vesting of RSUs and PSUs through newly issued ~~options to purchase~~ ordinary ~~shares to the shareholders~~shares.

Table of ~~4D in connection with a collaboration and license agreement between the Company and 4D dated as of January 2014 (classified as “Other Plans”).~~Contents

~~2014 Plan~~

Share options

The following table summarizes option activity ~~under the Company’s 2014 Plan~~ for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2020:

2014 plan

Weighted average

Options

exercise price

Outstanding at December 31, 2016

1,812,766

$
12.47
Granted

949,350

$
6.17
Forfeited

(348,697)

$
7.95
Expired

(164,106)

$
14.46
Exercised

(8,125)

$
7.49
Outstanding at September 30, 2017

2,241,188

$
10.38
Fully vested and exercisable

820,522

$
12.58
Outstanding and expected to vest

1,420,666

$
9.10

Total weighted average grant date fair value of options issued during the period (in $ million)

$
3.5
Grants during the period to directors and officers

641,250

$
6.43
Proceeds from option sales (in $ million)

—


	Options
	Number of	Weighted average
	ordinary shares	exercise price

Outstanding at December 31, 2019	2,683,104	$	21.29
Granted	393,302	$	51.81
Forfeited	(8,214)	$	40.82
Exercised	(64,762)	$	14.38
Outstanding at March 31, 2020	3,003,430	$	25.38
Thereof, fully vested and exercisable at March 31, 2020	1,528,351	$	15.75
Thereof, outstanding and expected to vest at March 31, 2020	1,475,079	$	35.36


Total weighted average grant date fair value of options issued during the period (in $ millions)	$	11.5
Proceeds from option sales during the period (in $ millions)	$	0.9

~~Options~~Share options are priced on the date of grant and, except for certain grants made to ~~purchase ordinary shares granted to the Company’s~~ non-executive directors, ~~other than those granted upon appointment will~~ vest over a period of four years, the first 25% vests after one year from the grant date and the remainder vests in equal quarterly installments, over years two, three and four. Any options that vest must be exercised by the tenth anniversary of ~~grant.~~the grant date.

~~Table of Contents~~

The fair value of each option issued ~~was~~is estimated at the respective grant date ~~of grant~~ using the Hull & White option pricing model with the following weighted-average assumptions:


	Three months ended September 30,		Nine months ended September 30,

					Three months ended March 31,
Assumptions	2017	2016	2017	2016	2020	2019
Expected volatility	80%	75%	75% - 80%	75%	70%	75%
Expected terms (in years)	10 years	10 years	10 years	10 years
Expected terms					10 years	10 years
Risk free interest rate	2.40% - 2.48%	1.52% - 1.89%	2.40% - 2.81%	0.16% - 1.96%	1.44%	2.80% - 2.87%
Expected dividends	0%	0%	0%	0%
Expected dividend yield					0%	0%

Restricted ~~Share Units (RSUs)~~share units (“RSUs”)

The following table summarizes the RSUs activity for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2020:

RSU

Weighted average

grant-date fair

Number of shares

value
Non-vested at December 31, 2016

307,063

$
9.11
Granted

428,350

$
6.00
Vested

(25,000)

$
18.21
Forfeited

(38,550)

$
7.15
Non-vested at September 30, 2017

671,863

$
6.90

Total weighted average grant date fair value of RSUs issued during the period (in $ million)

$
2.6
Grants during the period to directors and officers

255,000

$
5.95


	RSU
		Weighted average
	Number of	grant-date fair
	ordinary shares	value
Non-vested at December 31, 2019	370,830	$	28.62
Granted	216,749	$	51.81
Vested	(166,974)	$	18.90
Forfeited	(1,535)	$	48.07
Non-vested at March 31, 2020	419,070	$	44.41

Total weighted average grant date fair value of RSUs granted during the period (in $ millions)		$	11.2

RSUs vest over one to three years. ~~RSUs granted in March 2017 to the Company’s Chief Executive Officer will vest equally over two years from the date of grant and~~ RSUs granted to non-executive directors will vest one year from the date of grant. ~~RSUs granted during the period include 255,000 RSUs granted to directors and officers~~

Table of Contents

Performance share units (“PSUs”)

~~Performance Share Units (PSUs)~~

The following table summarizes the PSUs activity for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2020:

PSU

Weighted average

grant-date fair

Number of shares

value
Non-vested at December 31, 2016

111,564

$
5.76
Granted

13,000

$
4.99
Retired

(12,000)

$
5.76
Vested

(58,500)

$
5.76
Non-vested at September 30, 2017

54,064

$
5.57
PSUs awarded but not yet earned

437,060

Total non-vested and discretionary PSUs

491,124

Total weighted average grant date fair value of PSUs awarded during the period (in $ million)

$
2.0


	PSU
		Weighted average
	Number of	grant-date fair
	ordinary shares	value
Non-vested at December 31, 2019	479,422	$	21.17
Granted	91,003	$	57.56
Vested	(354,105)	$	17.44
Non-vested at March 31, 2020	216,320	$	42.58

Total weighted average grant date fair value of PSUs granted during the period (in $ millions)		$	5.2

In January ~~2017,~~2019, the Company awarded PSUs to its executives and other members of senior management. These PSUs ~~are~~were earned as of January 2020 based on the Board’s assessment of the level of achievement of agreed upon performance targets through December 31, ~~2017.~~2019. PSUs vest after three years.

Employee Share Purchase Plan (“ESPP”)

In ~~September 2016,~~June 2018, the Company’s shareholders adopted and approved an ESPP allowing the Company ~~awarded PSUs~~ to ~~its Chief Executive Officer,~~issue up to 150,000 ordinary shares. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986. Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to ~~the successful implementation~~any plan limitations. The purchase price of the ~~strategic plan. The earning~~ordinary shares on each purchase date is equal to 85% of ~~these PSUs is based~~the lower of the closing market price on the ~~Board’s assessment~~offering date or the closing market price on the purchase date of each three-month offering period. During the ~~Chief Executive Officer’s performance through December 31, 2017.~~

~~Table of Contents~~

~~Other Plans~~

Under Rule 5653(c)(4) of the NASDAQ Global Select Market, the Company grants share options and RSUs to officers as a material inducement to enter into employment with the Company. In 2017, the Company granted 175,000 inducement RSUs with a grant date fair value of $1.0 million.

~~The following table summarizes option activity under Other Plans for the nine~~three months ended ~~September 30, 2017:~~

Other plans

Weighted average

Options

exercise price

Outstanding at December 31, 2016

187,500

$
17.93
Granted

300,000

$
6.90
Expired

(62,500)

$
27.82
Outstanding at September 30, 2017

425,000

$
8.69
Fully vested and exercisable

39,062

$
12.98
Outstanding and expected to vest

385,938

$
8.25

Total weighted average grant date fair value of options issued during the period (in $ million)

$
1.2

~~The fair value of the inducement grant options was estimated at the date of grant using the Hull & White option pricing model with the same assumptions as used in determining the fair value of options~~March 31, 2020, 1,801 ordinary shares were issued under the ~~2014 Plan.~~

~~2012 Plan~~

~~The following table summarizes option activity~~ESPP compared to 3,126 during the same period in 2019. As of March 31, 2020, a total of 136,406 ordinary shares remains available for issuance under the ~~Company’s 2012 Plan for the nine months ended September 30, 2017:~~ESPP plan compared to a total of 144,283 as of March 31, 2019.

2012 plan

Weighted average

Options

exercise price

Outstanding at December 31, 2016

483,006

€
5.13
Exercised

(286,804)

€
3.07
Forfeited

(5,000)

€
3.07
Expired

(9,000)

€
3.07
Outstanding, fully vested and exercisable at September 30, 2017

182,202

€
8.52

9	Income taxes

~~Options exercised under the 2012 plan during the nine months ended September 30, 2017, resulted in total proceeds to the Company of $1.0 million.~~

~~11 Income taxes~~

Deferred tax assets and deferred tax liabilities are recognized based on the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities, using current statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets.

2116

Table of Contents

12 10Basic and diluted earnings per share

Diluted earnings per share isare calculated by adjusting the weighted average number of ordinary shares outstanding, assuming conversion of all potentially dilutive ordinary shares. As the Company has incurred a loss, all potentially dilutive ordinary shares would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share.

The potentially dilutive ordinary shares are summarized below:

September 30,

September 30,

2017

2016

ordinary shares
BMS warrants

5,286,254

3,442,655
Warrants

37,175

37,175
Stock options under 2012 Plan

182,202

681,057
Stock options under 2014 Plan

2,241,188

2,036,372
Stock options (other)

425,000

325,000
Non-vested and earned RSUs and PSUs

900,927

297,198
Total potential dilutive ordinary shares

9,072,746

6,819,457


	March 31,
	2020	2019
	(ordinary shares)
BMS warrants	10,262,500	8,830,000
Stock options under 2014 Plans	3,003,430	2,969,444
Non-vested RSUs and earned PSUs	635,390	864,942
Stock options under previous option plan	14,000	14,000
Employee share purchase plan	681	471
Total potential dilutive ordinary shares	13,916,001	12,678,857

~~13 Leases~~

~~The Company leases various office space and laboratory space under the following operating lease agreements:~~

11Subsequent events

~~Lexington, Massachusetts / United States~~

None.

In July 2013, uniQure entered into a lease for a facility in Lexington, Massachusetts, United States. The term of the lease commenced in November 2013 and was set for 10 years and is non-cancellable. The lease for this facility terminates in 2024, and subject to the provisions of the lease, may be renewed for two subsequent five-year terms. The lease provides for annual minimum increases in rent, based on a consumer price index.

~~Amsterdam / The Netherlands~~

In March 2016, the Company entered into a 16-year lease for a facility in Amsterdam, the Netherlands, and amended this agreement in June 2016. The Company consolidated its three Amsterdam sites into the new site at the end of May 2017. The lease for this facility terminates in 2032, with an option to extend in increments of five year periods. The lease contract provides for annual minimum increases in rent, based on a consumer price index.

~~As of September 30, 2017, aggregate minimum lease payments for the calendar years and lease incentives received were as follows:~~

Lexington

Amsterdam

Total

in thousands
2017 (three months remaining)
$
453

$
—

$
453
2018

1,849

1,963

3,812
2019

1,903

1,963

3,866
2020

1,956

1,963

3,919
2021 and beyond

6,899

21,595

28,494
Total minimum lease payments
$
13,060

$
27,484

$
40,544

Deferred rent related to lease incentives
$
5,739

$
3,814

$
9,553
Current portion

724

—

724

2217

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~~Rent expense is calculated on a straight-line basis over the term of the leases and considers the lease incentives received. Aggregate rent expense was as follows:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016

in thousands
Rent expense-Lexington
$
276

$
276

$
828

$
828
Rent expense-Amsterdam

555

782

2,080

2,089
Total rent expense
$
831

$
1,058

$
2,908

$
2,917

~~14 Other commitments~~

The Company’s predecessor entity received a technical development loan from the Dutch government in relation to the development of Glybera. The Company is required to repay the grant through a percentage of revenue derived from product sales of Glybera up to December 31, 2019. Any grant balance remaining at this date will be forgiven. The Company decided not to renew its marketing authorization for Glybera in the European Union, which expires in October 2017. The Company does not expect to derive any revenue from Glybera.

~~15 Related party transaction~~

On August 7, 2017, the Company appointed Dr. Sander van Deventer as its Chief Scientific Officer and General Manager of its Amsterdam site. Dr. van Deventer served on the Company’s Board until September 14, 2017. Dr. van Deventer currently is Managing Director at the Company’s largest shareholder Forbion Capital Partners. Dr. van Deventer has agreed to resign as Managing Partner of Forbion Capital Partners by June 30, 2018, it being understood that he will thereafter continue as a venture partner or similar function with Forbion Capital Partners or its affiliated funds for up to 50% of his time. Dr. van Deventer is entitled to EUR 200,000 gross annual salary (“Base Salary”), including an 8% holiday allowance to be paid annually in May based upon the previous year’s gross annual salary. Dr. van Deventer will also be eligible for a bonus amounting to a maximum of 40% of his annual gross salary, such amount to be determined by the Board. On September 20, 2017, Dr. van Deventer was granted an option to purchase 150,000 shares at a price of $8.49, in accordance with the Company’s Amended and Restated 2014 Share Incentive Plan.

On October 26, 2017, the Company and our Chief Executive Officer and Executive Director, Matthew Kapusta, entered into an amendment (the “Amendment”) to Mr. Kapusta’s employment agreement dated December 9, 2014, as previously amended (the “Agreement”). The Amendment changes Mr. Kapusta’s severance entitlement in the event of a termination of his employment that occurs within the period that starts ninety days preceding a Change of Control (as defined in the Agreement) and ends one year following a Change of Control. Mr. Kapusta will be entitled in such circumstances to a lump sum payment equal to two times Mr. Kapusta’s then-current base salary (as defined in the Agreement) to be paid no later than sixty days after the termination date, his bonus (as defined in the Agreement) for the year of termination pro-rated based upon Mr. Kapusta’s termination date, and a lump sum representing and additional two times Mr. Kapusta’s bonus , to be paid no later than sixty days following the termination date. Mr. Kapusta’s employment agreement previously provided for severance payments of one times his then- current base salary, his pro-rated bonus for the year of termination and a lump-sum payment representing one times his bonus. Mr. Kapusta’s other severance entitlements with respect to a termination connected with a Change of Control have not changed.

~~16 Subsequent event~~

On October 27, 2017, the Company completed its public offering which was announced on October 23, 2017. The Company issued and sold 5,000,000 ordinary shares at $18.25 per ordinary share, resulting in gross proceeds to the Company of approximately $91.3 million. The net proceeds to the Company from this offering were approximately $85.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company has granted the underwriters an option to purchase up to 750,000 ordinary shares at the public offering price of $18.25 for within thirty days of the date of the underwriting agreement.

~~Table of Contents~~

The Company intends to use the net proceeds from this offering to fund the continued clinical development of AMT-061 in hemophilia B and other programs, including AMT-130 in Huntington’s disease and other preclinical product candidates focused on rare and orphan diseases and to fund general corporate and working capital purposes.

The above equity financing entitles the Company to extend the interest interest-only payment period of its 2016 Amended Facility by 12 months from November 2017 to November 2018 as described in footnote 8.

~~Table of Contents~~

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited ~~condensed~~ consolidated financial statements and the accompanying notes thereto and other disclosures included in this Quarterly Report on Form 10-Q, including the disclosures under Part II, Item 1A “Risk Factors”, and our audited financial information and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, which was filed with the Securities and Exchange Commission ( the “SEC”), on March ~~15, 2017.~~2, 2020. Our unaudited ~~condensed~~ consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the USU.S. (“U.S. GAAP”) and unless otherwise indicated are presented in U.S. dollars.

Overview

We are a leader in the field of gene therapy, seeking to develop single treatments with potentially curative results for patients suffering from genetic and other devastating diseases. We are advancing a focused pipeline of innovative gene therapies, ~~that have been developed both internally~~including product candidates for the treatment of hemophilia and through partnerships, such as our collaboration with Bristol Myers-Squibb focused on cardiovascular diseases. We have established clinical proof-of-concept in our lead indication, hemophilia B, and achieved preclinical proof-of-concept in Huntington’s disease. We believe our validated technology platform and manufacturing capabilities provide us distinct competitive advantages, including the potential to reduce development risk, cost and time to market. We produce our AAV-based gene therapies in our own facilities with a proprietary, commercial-scale, ~~GMP-compliant,~~current good manufacturing practices (“cGMP”)-compliant, manufacturing process. We believe our Lexington, Massachusetts-based facility is one of the world's leading, most versatile, gene therapy manufacturing ~~facilities.~~ facilities.

Business Developments

Below is a summary of our recent significant business developments:

Hemophilia B program – Etranacogene dezaparvovec (AMT-061)

~~On October 19, 2017, we announced that following multi-disciplinary meetings~~Etranacogene dezaparvovec is our lead gene therapy candidate and includes an AAV5 vector incorporating the FIX-Padua variant. We are currently conducting a pivotal study in patients with severe and moderately-severe hemophilia B. Etranacogene dezaparvovec has been granted Breakthrough Therapy Designation by the ~~U.S.~~United States Food and Drug Administration ~~(FDA)~~(“FDA”) and access to the PRIME initiative by the European Medicines Agency ~~(EMA),~~(“EMA”).

In June 2018, we ~~plan~~initiated our Phase III HOPE-B pivotal trial of etranacogene dezaparvovec. The trial is a multinational, multi-center, open-label, single-arm study to ~~expeditiously advance AMT-061, which combines an~~evaluate the safety and efficacy of etranacogene dezaparvovec. After a six-month lead-in period, patients received a single intravenous administration of etranacogene dezaparvovec. The primary endpoint of the study is based on the FIX activity level achieved following the administration of etranacogene dezaparvovec, and the secondary endpoints are measuring annualized FIX replacement therapy usage, annualized bleed rates and safety. Patients enrolled in the HOPE-B trial were tested for the presence of pre-existing neutralizing antibodies to AAV5 ~~vector~~but not excluded from the trial based on their titers.

In March 2020, we completed dosing of 54 patients in the HOPE-B trial. The targeted number of patients to be dosed per the clinical trial protocol was 50. As set forth below, we have implemented and continue to implement various measures to allow us to closely monitor the trial within the guidance provided by the FDA regarding the impact of the COVID-19 coronavirus pandemic (“COVID-19”) in order to minimize any risk or disruption in patient follow-up visits.

In August 2018, we initiated a Phase IIb dose-confirmatory study of etranacogene dezaparvovec. In December 2019, we presented 52-week follow-up data from the study showing that all three patients had stabilized and sustained FIX activity at therapeutic levels after a one-time administration of etranacogene dezaparvovec. Mean FIX activity for the three patients at 52 weeks after administration was 41% of normal, with the ~~FIX-Padua mutant, into a pivotal study in 2018 for patients with severe and moderately severe hemophilia B.~~

AMT-061 and AMT-060, the latter of which has been tested in 10 patients in an ongoing Phase I/II clinical trial, are identical in structure apart from two nucleotide substitutions in the coding sequence for FIX. The gene variant, referred to as FIX-Padua, expresses a protein with a single amino acid substitution that has been reported in multiple preclinical and nonclinical studies to provide an approximate 8 to 9-fold increase infirst patient achieving FIX activity ~~compared~~of 50% of normal, the second patient achieving FIX activity of 31% of normal and the third patient achieving FIX activity of 41% of normal. The second and third patients had previously screen-failed and were excluded from another gene therapy study due to pre-existing neutralizing antibodies to a different AAV vector.

Table of Contents

Huntington’s disease program (AMT-130)

AMT-130 is our novel gene therapy candidate for the ~~wild-type FIX protein. All other critical quality attributes~~treatment of ~~AMT-061 are expected~~Huntington’s disease. AMT-130 utilizes our miQURE^TM proprietary, gene-silencing platform and incorporates an AAV vector carrying a miRNA specifically designed to ~~be comparable to those of AMT-060, as AMT-061 utilizes~~silence the ~~same AAV5 capsid~~huntingtin gene and ~~proprietary insect cell-based manufacturing platform.~~

~~Based on our meetings with~~the potentially highly toxic exon 1 protein fragment. AMT-130 has received orphan drug and fast track designations from the FDA and ~~EMA we received updates on~~Orphan Medicinal Product Designation from the ~~clinical~~EMA.

In January 2019, our IND application for AMT-130 was cleared by the FDA. The Phase I/II protocol is a randomized, imitation surgery-controlled, double-blinded study conducted at three surgical sites, and ~~regulatory pathway for AMT-061. The FDA has agreed that AMT-061 will be included under~~multiple referring, non-surgical sites in the existing Breakthrough Therapy designation and Investigational New Drug (IND) for AMT-060. The EMA also has agreed that AMT-061 will be included under the current PRIME designation. We achieved general agreement with the FDA and EMA on the proposed pivotal trial plan for AMT-061. The study is expected to be an open-label, single-dose, multi-center, multi-national trial investigating the efficacy and safety of AMT-061 administered to adult patients with severe or moderately severe hemophilia B.U.S. The primary objective of the ~~trial~~study is to evaluate ~~AMT-061~~the safety, tolerability and efficacy of AMT-130 at two doses. In the fourth quarter of 2019, we initiated patient screening. Additionally, cGMP clinical material has been manufactured at our Lexington facility and has been released for prevention of bleedings. Secondary objectives include additional efficacy and safety aspects. Patients will serve as their own control, with a baseline established during a six-month observational lead-in phase prior to treatment with AMT-061. Concurrent withshipment.

In March 2020, we announced the ~~start~~enrollment of the ~~six-month lead-in phase~~first two patients in our Phase I/II clinical study after both patients had successfully met all screening and eligibility criteria. These patients were scheduled to have their procedures at the end of March 2020. Due to the ~~pivotal study, a short dose-confirmation study is expected~~expanding impact of COVID-19, these procedures have been temporarily postponed. The decision to ~~begin~~postpone treatment in the ~~third quarter~~trial follows the COVID-19 related state of ~~2018. Three patients will receive a single intravenous (IV) dose of AMT-061 at 2 x 1013 gc/kg~~emergency declarations in the United States, where the trial is taking place. We are following all federal and ~~will be evaluated for a period of approximately six weeks to assess FIX activity levels and confirm~~local regulations including the ~~dose. Each patient~~FDA guidance on clinical trial conduct during the COVID-19 pandemic. We will continue our work to ~~be followed longer term, and no lead-in phase is required for the dose confirmation study.~~

~~Table of Contents~~

~~AMT-061 nonclinical data demonstrate tolerability and substantial increases~~resume treatment in Factor IX (FIX) activity. A Good Laboratory Practices (GLP), nonclinical study of AMT-061 has been performed in non-human primates at four different dose levels up to a dose of 9 x 1013 gc/kg. The purpose of this study was to compare AMT-061 to AMT-060 with respect to liver transduction, circulating FIX protein levels, circulating FIX activity levels and toxicity, after a single intravenous dose with 13- or 26-week observation periods. Data from the study demonstrated a strong correlation between dose and human FIX (hFIX) expression levels, as well as biological activity of the expressed hFIX protein. At equal doses, circulating vector DNA plasma levels, liver distribution, liver cell transduction and hFIX protein expression were comparable for both AMT-060 and AMT-061. Additionally, AMT-061 demonstrated substantial increases in hFIX clotting activity compared to AMT-060, consistent with those previously reported for FIX-Padua. Based on a statistical analysis of the AMT-061 and AMT-060 non-human primate data, as well as the clinical data from the Phase I/II trial as soon as it is clinically appropriate.

COVID-19 measures

In December 2019, COVID-19, a novel coronavirus disease, was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of ~~AMT-060, we believe that AMT-061 administered~~International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a ~~dose of 2 x 1013 gc/kg may lead~~global level due to mean FIX activity of approximately 30 to 50 percent of normal. The study also examined toxicology of AMT-061, including liver enzyme activity, coagulation biomarkers and other safety parameters. Data from the study demonstrated that AMT-061 was well-tolerated with no evidence of any significant toxicological findings. There was no increased thrombin generation or increased fibrin formation or degradation detected during the six months of follow-up. Nocontinued increase in ~~immunogenicity is expected~~the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic.

Starting March 2020, we implemented measures to address the impact of COVID-19 on our business. As of March 13, 2020, we mandated a work-from-home policy for all non-essential employees at our Amsterdam and Lexington facilities. We supported our employees in setting up a healthy and efficient remote working environment. In conjunction with ~~AMT-061,~~implementing this policy, we accelerated the roll-out of a number of information technology security measures such as ~~there~~dual factor authentication, to address the increased risks that we might be exposed to in conjunction with our employees working remotely. In addition, we conducted awareness training around cybersecurity for critical functions involved in making payments to vendors such as finance and supply chain.

As a biopharma research and development company, we are ~~no changes~~deemed to provide essential services under the “stay at home” advisory that was issued by the Governor of Massachusetts on March 23, 2020 and we are therefore maintaining our manufacturing operations at our Lexington site. We adapted to operate our laboratories at our Amsterdam site to comply with social distancing rules and to ensure the health and wellbeing of our employees under the current circumstances. We have discouraged our employees from using public transport and are accommodating them by arranging for alternative means of transport.

We conduct daily status video-meetings of local management at our two sites as well as daily leadership-team video meetings to implement these measures and to monitor the evolving situation. In addition, we are informing our employees through daily newsletter and have organized virtual local and global townhalls to share information and provide direction and support to our employees.

We have adapted our ongoing clinical research activities based on the directions and flexibility provided by the “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic” issued on March 18, 2020 in an attempt to minimize any risk, disruption or delay in either patient dosing or follow-up visits.

The broader implications of COVID-19 on our results of operations and overall financial performance remain uncertain. The COVID-19 pandemic and its adverse effects have become more prevalent in the ~~AAV5 capsid.~~locations where we, and our third-party business partners conduct business. While we have experienced disruptions in our operations as a result of COVID-19, we are adapting to the current environment to minimize the effect to our business. However, we may experience more pronounced disruptions in our operations in the future.

Table of Contents

We believe ~~that AMT-061 continues~~our cash and cash equivalents as of March 31, 2020 will enable us to ~~leverage AAV5’s favorable tolerability~~fund our operating expenses including our debt repayment obligations as they become due and immunogenicity results. AAV5-based gene therapies have been demonstrated to be generally safe and well-tolerated in a multitude of clinical trials, including three uniQure trials conducted in 22 patients in hemophilia B and other indications. In contrast to data reported using other AAV capsids delivered systemically via IV infusion, no patient treated in clinical trials with our AAV5 gene therapies has experienced any confirmed, T-cell-mediated immune response to the capsid or material loss of FIX activity. An independent clinical trial has demonstrated that AAV5 has the lowest prevalence of preexisting neutralizing antibodies (NAb) compared to other AAV vectors. Data from the Phase I/II study of AMT-060 also demonstrated clinical proof-of-concept in the presence of preexisting NAb to AAV5, suggesting that all, or nearly all hemophilia B patients may be eligible for treatment with AMT-061.

At this time, commercial-scale, GMP manufacturing of AMT-061 clinical material is underway. We have initiated production of multiple clinical-grade batches of AMT-061 in our state-of-the-art Lexington, MA manufacturing facility. Material is being produced at commercial scale and utilizing current Good Manufacturing Practices (cGMP).capital expenditure requirements into 2022. We expect to ~~begin releasing product for the pivotal trial by the first quarter of 2018. The manufacturing process, controls~~continue to incur losses and ~~methods utilized for AMT-061 are consistent~~ to ~~those previously used for AMT-060.~~generate negative cash flows. We have achieved alignment with the FDA and EMA on our plan to establish comparability between AMT-061 and AMT-060. We expect to complete our ongoing comparability analysis and plans to submit the data to the agencies for review in the first quarterno firm sources of ~~2018. Data reviewed to date support comparability between AMT-061 and AMT-060.~~

~~We also announced on October 19, 2017, that~~additional funding. Until such time, if ever, as we acquired a patent family that broadly covers the FIX-Padua variant and our use in gene therapy for the treatment of coagulopathies, including hemophilia B. We exclusively licensed certain rights, limited to the protein specific claims only, back to the prior owner and retain a non-exclusive right to these claims for gene therapy. This family includes a patent issued in the U.S., as well as pending patent applications in Europe and Canada. We recently filed divisional patent applications that would further strengthen our intellectual property position related to the FIX-Padua variant.

~~Huntington program (AMT-130)~~

~~On April 26, 2017, we presented new preclinical data at the 12th Annual CHDI Huntington’s Disease Therapeutics Conference in Malta. Data~~can generate substantial cash flows from the study demonstrate widespread and effective AAV5 vector distribution and extensive silencing of the human mutant huntingtin gene (“HTT”) in mini pigs, among the largest Huntington’s disease animal models available for testing. The proof-of-concept study was performed by us in collaboration with Prof. Jan Motlik, Director of the Institute of Animal Physiology and Genetics in the Czech Republic and Ralf Reilmann, Founding Director of the George Huntington Institute in Germany.

The study demonstrated that a single administration of AAV5-miHTT resulted in significant reductions in HTT mRNA in all regions of the brain transduced by AMT-130, as well as in the cortex. Consistent with the reduction in HTT mRNA, a clear dose-dependent reduction in mutant huntingtin protein levels in the brain was observed, with similar trends in the cerebral spinal fluid.

~~In September 2017 AMT-130 received orphan drug designation from the U.S. Food and Drug Administration.~~

~~Table of Contents~~

~~Also in September 2017, we initiated our GLP toxicology study in non-human primates with AMT-130. We expect to complete this study and file an IND with the FDA at the end of 2018.~~

~~On October 18, 2017, we presented new preclinical data on AMT-130 at the European Society of Gene and Cell Therapy (ESGCT) 25th Anniversary Congress in Berlin, Germany.~~

Data from the study demonstrated that following administration of AMT-130 in Huntington's disease mouse models, significant improvements in both motor-coordination and survival were observed, as well as a dose-dependent, sustained reduction in huntingtin protein. AMT-130 comprises an AAV5 vector carrying a DNA cassette encoding an engineered micro RNA (“miHTT”) that silences the human huntingtin protein. The study on functional improvement and sustained huntingtin lowering was performed by members of our research department in collaboration with Charles River Discovery Research Services, Finland.

~~Intellectual property~~

In 2017, we acquired intellectual property that broadly covers the Padua FIX variant and its use in gene therapy for the treatment of coagulopathies, including hemophilia B. We exclusively licensed certain rights, limited to the protein specific claims only, back to the prior owner and retain a non-exclusive right to these claims for gene therapy. The intellectual property includes a patent issued in the U.S., as well as pending patent applications in Europe. We recently filed divisional patent applications with the goal of strengthening the intellectual property covering the Padua variant.

In July 2017, we were granted a patent from the United States Patent and Trademark Office. The newly issued Hermens '627 patent significantly expands our leading intellectual property portfolio related to large-scale, highly reproducible manufacturing of AAV in insect cells. This patent, which broadens earlier claims granted in this patent family, is based on research focused on enhancing the genetic stability of the Rep78/52 encoding sequences used to produce AAV vectors in insect cells. The technology covered in the Hermens '627 patent family is currently widely applied in insect cell-based AAV manufacturing.

~~AAV 5 safety and immunogenicity data~~

On May 12, 2017, we presented at the American Society of Gene & Cell Therapy’s (“ASGCT”) Annual Meeting in Washington, D.C., new preclinical data demonstrating successful and effective transduction of AAV5 in non-human primates with pre-existing anti-AAV5 neutralizing antibodies (“NABs”). At all observed levels, pre-existing neutralizing antibodies for AAV5 did not have a negative impact on the transduction effectiveness of the AAV5 vector.

~~This data suggests that patients with pre-existing anti-AAV5 NABs may be able to be~~ successfully ~~treated with AAV5 gene therapies, such as~~commercializing our product candidates, ~~in hemophilia B~~we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and ~~in Huntington's disease. This development has~~marketing, distribution and licensing arrangements. Similar to the ~~potential~~other risk factors pertinent to ~~significantly expand the applicability of AAV5 gene therapies~~our business, COVID-19 might unfavorably impact our ability to nearly all patients, regardless of pre-existing antibodies. In addition, AAV5 also appears to have a more favorable immunogenicity profile, with no immune responses detected across three clinical studies involving intravenous administration to 22 patients. We believe these factors make AAV5 a highly differentiated, best-in-class vector with the potential to more effectively and safely deliver gene therapies to a greater group of patients in need of treatment.generate such additional funding.

BMS collaboration

We entered into a collaboration and license agreement with BMS in May 2015. We have made continued progress on our research collaboration with Bristol-Myers Squibb (BMS) in congestive heart failure. On August 8, 2017, we announced that preliminary data from a study in large animals demonstrated both DNA delivery and human S100A1 expressionbeen supporting BMS in the ~~myocardium after treatments with product produced from our proprietary insect cell, baculovirus manufacturing process. Based on this finding~~discovery, non-clinical, analytical and ~~others,~~process development efforts of Collaboration Targets. For any Collaboration Targets that are advanced, we ~~and BMS intend to advance the product candidate into further preclinical studies, with a goal of initiating a preclinical therapeutic heart failure study as soon as possible.~~

~~Chiesi collaboration~~

~~On April 20, 2017, we announced that we will not pursue the renewal of the Glybera (“alipogene tiparvovec”) marketing authorization in Europe when it is scheduled to expire on October 25, 2017. We~~ will be responsible for ~~terminating~~manufacturing of clinical and commercial supplies using our vector technologies and industrial, proprietary insect-cell based manufacturing platform. BMS has been reimbursing us for all our research and development costs in support of the ~~Phase IV post-approval study.~~collaboration during the initial research term. BMS will lead the development, regulatory and commercial activities for all four currently active Collaboration Targets as well as additional Collaboration Targets that may be advanced.

In February 2019, BMS requested a one-year extension of the research term. In April 2019, following an assessment of the progress of this collaboration and our expanding proprietary programs, we notified BMS that we did not intend to agree to an extension of the research term. Accordingly, the initial four-year research term under the collaboration terminated on May 21, 2019. We ~~accrued $0.9 million related~~are currently in discussions with BMS potentially to ~~contract termination cost as at June 30, 2017.~~

~~Table of Contents~~

~~On July 26, 2017, we entered into an~~restructure or amend the collaboration and license agreement ~~with Chiesi to reacquire the rights to co-develop and commercialize hemophilia B gene therapy in Europe~~ and other ~~selected territories and to terminate our co-development and license agreement.~~

~~Restructuring~~

~~Following~~related agreements following the completion of our strategic review in November 2016, we announced a strategic restructuring plan aimed at refocusing our pipeline, consolidating our manufacturing operations and enhancing overall execution to drive shareholder value. Between October 31, 2016, and September 30, 2017 we reduced the number of employees with indefinite contracts from 244 to 183. In 2016, we accrued $1.1 million related to termination benefits offered to executive employees. Throughout 2017 we entered into termination agreements with employees, for which we recognized aggregate termination benefits of $1.7 million during 2017. These changes are expected to reduce annual operating expenses by $5.0 to $6.0 million from 2018 onwards.

~~At the market program~~

On September 15, 2017, we filed a prospectus supplement to the prospectus dated May 15, 2017, and entered into the Sales Agreement with Leerink to establish an ATM program pursuant to which they are able, with our authorization, to offer and sell up to 5 million ordinary shares at prevailing market prices from time to time. We will pay Leerink a commission equal to 3%expiration of the ~~gross proceeds~~research term. The final resolution of ~~the sales price of all shares sold through it as sales agent under the Sales Agreement. We have~~these discussions may or may not ~~yet sold any ordinary shares under the Sales Agreement and has not received any gross proceeds. We capitalized $0.4 million of expenses related~~result in material changes to ~~this offering.~~our collaboration with BMS.

~~Follow-on offering~~

On October 27, 2017, we completed our public offering which was announced on October 23, 2017. We issued and sold 5,000,000 ordinary shares at $18.25 per ordinary share, resulting in gross proceeds to us of approximately $91.3 million. The net proceeds to us from this offering were approximately $85.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We have granted the underwriters an option to purchase up to 750,000 ordinary shares at the public offering price of $18.25 for within thirty days of the date of the underwriting agreement.

We intend to use the net proceeds from this offering to fund the continued clinical development of AMT-061 in hemophilia B and other programs, including AMT-130 in Huntington’s disease and other preclinical product candidates focused on rare and orphan diseases and to fund general corporate and working capital purposes.

~~The above equity financing entitles us to extend the interest interest-only payment period of our 2016 Amended Facility by 12 months from November 2017 to November 2018.~~

~~Kapusta Employment Agreement Amendment~~

On October 26, 2017, we and our Chief Executive Officer and Executive Director, Matthew Kapusta, entered into an amendment (the “Amendment”) to Mr. Kapusta’s employment agreement dated December 9, 2014, as previously amended (the “Agreement”). The Amendment changes Mr. Kapusta’s severance entitlement in the event of a termination of his employment that occurs within the period that starts ninety days preceding a Change of Control (as defined in the Agreement) and ends one year following a Change of Control. Mr. Kapusta will be entitled in such circumstances to a lump sum payment equal to two times Mr. Kapusta’s then-current base salary (as defined in the Agreement) to be paid no later than sixty days after the termination date, his bonus (as defined in the Agreement) for the year of termination pro-rated based upon Mr. Kapusta’s termination date, and a lump sum representing and additional two times Mr. Kapusta’s bonus, to be paid no later than sixty days following the termination date. Mr. Kapusta’s employment agreement previously provided for severance payments of one times his then- current base salary, his pro-rated bonus for the year of termination and a lump-sum payment representing one times his bonus. Mr. Kapusta’s other severance entitlements with respect to a termination connected with a Change of Control have not changed.

~~Table of Contents~~

Financial Overview

Key components of our results of operations include the following:


	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	in thousands

									Three months ended March 31,
									2020		2019
									(in thousands)
Total revenues	$	2,260	$	7,221	$	10,523	$	15,967	$	104	$	1,136
Research and development expenses		(20,103)		(16,604)		(53,963)		(52,531)		(26,013)		(20,537)
Selling, general and administrative expenses		(5,584)		(5,113)		(17,352)		(20,245)		(9,072)		(8,067)
Net loss		(10,245)		(15,272)		(51,786)		(58,651)		(27,999)		(27,772)

As of ~~September 30, 2017,~~March 31, 2020, and December 31, ~~2016,~~2019, we had cash and cash equivalents of ~~$88.9~~$342.0 million and ~~$132.5~~$377.8 million, respectively. We had a net loss of ~~$10.2~~$28.0 million ~~and $51.8 million during~~in the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2020, compared to ~~$15.3~~$27.8 million ~~and $58.7 million during~~for the same ~~periods~~period in ~~2016.~~2019. As of ~~September 30, 2017,~~March 31, 2020, and December 31, ~~2016,~~2019, we had accumulated deficits of ~~$447.8~~$687.7 million and ~~$396.1~~$659.7 million, respectively. We anticipate that our loss from operations will increase in the future as we:

●

~~Advance AMT-061 into late-stage~~Build-out our commercial infrastructure and seek marketing approval for any product candidates (including etranacogene dezaparvovec) that successfully complete clinical development. In July 2017, we and Chiesi terminated our Hemophilia Collaboration Agreement. Accordingly, all future development expenses will be borne by us (previously, Chiesi was reimbursing 50% of such costs);

trials;

●

~~Complete our IND-enabling studies~~Advance the clinical development of AMT-130 for our ~~proprietary~~ Huntington’s disease gene therapy ~~program~~program;

●

continue to build-out our clinical, medical and ~~initiate clinical studies;~~

regulatory capabilities;

●

Advance multiple research programs related to gene therapy candidates targeting liver-directed and central nervous system (“CNS”) ~~and cardiovascular disorders;~~

diseases;

●

Continue to expand, enhance and optimize our technology platform, including our manufacturing capabilities, next-generation viral vectors and promoters, and other enabling technologies;

●

~~Seek marketing approval for any product candidates that successfully complete clinical trials;~~

Acquire or in-license rights to new therapeutic targets or product candidates;

and

●

Maintain, expand and protect our intellectual property portfolio, including in-licensing additional intellectual property rights from third ~~parties; and~~

parties.

~~Build-out our clinical, medical and regulatory capabilities in the U.S.~~

See “Results of Operations” below for a discussion of the detailed components and analysis of the amounts above.

Table of Contents

Critical Accounting Policies and Estimates

In preparing our consolidated financial statements in accordance with U.S. GAAP and pursuant to the rules and regulations promulgated by the ~~“SEC” our management makes~~Securities and Exchange Commission (“SEC”) we make assumptions, judgments and estimates that can have a significant impact on our net income/loss and affect the reported amounts of certain assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and judgments, including those related to the implementation of ASC 842 Leases, recognition of License Revenue in accordance with ASC 606, BMS ~~collaboration agreement,~~warrants, share-based payments ~~contingent consideration,~~and corporate income taxes related to valuation ~~of derivative financial instruments, and research and development expenses.~~allowance. We base our assumptions, judgments and estimates on historical experience ~~known trends and events~~ and various other factors that ~~are believed~~we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not clear from other sources. Actual results may differ from these estimates under different assumptions or conditions. In making estimates and judgments, management employs critical accounting policies. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, there were no material changes to our critical accounting policies as reported in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, which was filed with the SEC on March ~~15, 2017.~~2, 2020.

~~Table~~We believe that the assumptions, judgments and estimates involved in the recognition of ~~Contents~~License Revenue in accordance with ASC 606, BMS warrants, share-based payments, corporate income taxes related to valuation allowance and accounting for operating leases under ASC 842 to be our critical accounting policies.

Revenues

We recognize ~~collaboration revenues~~Collaboration Revenues associated with pre-clinical Collaboration Target specific, non-clinical, analytical and process development activities that are reimbursable by ~~Chiesi (up to the July 2017 termination of the collaboration) and~~ BMS under our ~~respective~~ collaboration ~~agreements.~~agreement during the initial research term (that ended on May 21, 2019). We are currently in discussions with BMS potentially to restructure the collaboration and license agreement and other related agreements following the expiration of the research term. During these discussions, which may be terminated by us or BMS at any time, we have agreed, subject to certain conditions, to continue providing limited support of the pre-clinical Collaboration Targets, and any related costs will be reimbursed by BMS.

We recognize ~~license revenues~~License Revenues associated with the amortization of the non-refundable upfront payment, target designation fees and research and development milestone payments we received or might receive from BMS. The timing of these cash payments may differ from the recognition of revenue, as revenue is deferred and recognized over the duration of the performance period. We recognize other revenue, such as sales milestone payments, ~~or service fees, as earned~~ when ~~realizable.~~earned.

Research and development expenses

We expense research and development costs (“R&D”) as incurred. Our R&D expenses generally consist of costs incurred for the development of our target candidates, which include:

●

Employee-related expenses, including salaries, benefits, travel and share-based compensation expense;

●

Costs incurred for laboratory research, preclinical and nonclinical studies, clinical trials, statistical analysis and report writing, and regulatory compliance costs incurred with clinical research organizations and other third-party vendors;

●

Costs incurred to conduct consistency and comparability studies;

●

~~Costs incurred for the start-up and validation of our Lexington facility;~~

Costs incurred for the development and improvement of our manufacturing processes and methods;

●

Costs associated with our research activities for our next-generation vector and promoter platform;

and

●

~~Costs incurred, including share-based compensation expense, under our collaboration and license agreement with 4D Molecular Therapeutics;~~

~~Changes in the fair value of the contingent consideration related to our acquisition of InoCard;~~

Facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other ~~supplies; and~~

supplies.

~~Amortization of intangible assets.~~

Table of Contents

Our research and development expenses primarily consist of costs incurred for the research and development of our product candidates, which include:

●

~~AMT-060/061~~Etranacogene dezaparvovec (hemophilia B). We initiated a Phase I/II clinical trial of AMT-060 for the treatment of hemophilia B in the first quarter of 2015. In October 2017, we announced our intention to initiate a pivotal study in 2018 with AMT-061, a gene therapy including an AAV5 vector containing the Padua-FIX gene variant. Wehave incurred costs related to the research, development and production of ~~AMT-061.~~etranacogene dezaparvovec for the treatment of hemophilia B. In ~~July 2017,~~June 2018, we initiated a pivotal trial. We completed enrollment of this pivotal trial in September 2019 and ~~Chiesi terminated~~in March 2020 we achieved our ~~Hemophilia Collaboration Agreement. Accordingly, all future development expenses will be borne by us (previously, Chiesi was reimbursing 50% of such costs);~~

target patient dosing;

●

AMT-130 (Huntington’s disease). We have incurred costs related to preclinical and nonclinical studies of ~~AMT-130;~~

~~AMT-126 (congestive heart failure).~~ ~~In the third quarter of 2014, we~~AMT-130 and started ~~to incur~~incurring costs related to ~~the preclinical development of product candidates targeting the S100A1 gene. Since May 2015, all costs related to the program are reimbursed by BMS under the collaboration agreement;~~

our Phase I/II trial in February 2019;

●

Preclinical research programs. We incur costs related to the research of multiple preclinical gene therapy product candidates with the potential to treat certain rare and other serious medical conditions;

and

●

Technology platform development and other related research. We incur significant research and development costs related to ~~vector design,~~ manufacturing and other ~~aspects of our modular gene therapy technology platform~~enabling technologies that are applicable across all our ~~programs; and~~

programs.

~~AMT-110 (Sanfilippo B). We incurred costs related to the development and manufacture of clinical supplies of AMT-110 for the Phase I/II clinical trial. We suspended this program in late 2016.~~

~~Table of Contents~~

Our research and development expenses may vary substantially from period to period based on the timing of our research and development activities, including manufacturing campaigns, regulatory submissions and enrollment of patients in clinical trials. The successful development of our product candidates is highly uncertain. Estimating the nature, timing or cost of the development of any of our product candidates involves considerable judgement due to numerous risks and uncertainties associated with developing gene therapies, including the uncertainty of:

●

the scope, rate of progress and expense of our research and development activities;

●

our ability to successfully manufacture and scale-up production;

●

clinical trial protocols, speed of enrollment and resulting data;

●

the effectiveness and safety of our product candidates;

●

the timing of regulatory approvals; and

●

our ability to agree to ongoing development budgets with collaborators who share the costs of our development programs.

A change in the outcome of any of these variables with respect to our product candidates that we may develop could mean a significant change in the expenses and timing associated with the development of such product candidate.

Selling, general and administrative expenses

Our general and administrative expenses consist principally of employee, office, ~~consultancy,~~consulting, legal and other professional and administrative expenses. We incur expenses associated with operating as a public company, including expenses for personnel, legal, accounting and audit fees, board of directors’ costs, directors' and officers' liability insurance premiums, ~~NASDAQ~~Nasdaq listing fees, expenses related to investor relations and fees related to business development and maintaining our patent and license portfolio. ~~We began the commercialization of Glybera in September 2015 and decided to cease commercialization in April 2017. During this period, we incurred~~Our selling ~~and marketing~~ costs include employee expenses as well as professional fees related to ~~maintaining~~the preparation of a ~~patient registry and conducting a post-approval, Phase IV study for Glybera.~~commercial launch of etranacogene dezaparvovec.

Other items, net

Our other income consists of payments to subsidize our research and development efforts as well as income ~~recognized in relation to~~from the ~~termination~~subleasing of our ~~collaboration with Chiesi in 2017.~~Amsterdam facility.

Our other expense ~~principally~~ consists of expenses ~~incurred~~we incur in relation to ~~terminating the marketing of~~ our ~~Glybera program in 2017, as well as costs associated with exiting our prior Amsterdam facilities and exiting our Heidelberg site.~~subleasing income.

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Table of Contents

Results of Operations

Comparison of the three months ended ~~September 30, 2017,~~March 31, 2020 and ~~2016~~2019

The following table presents a comparison of the three months ended ~~September 30, 2017,~~March 31, 2020 and ~~2016.~~2019.


	Three months ended September 30,
	2017		2016		2017 vs 2016
	in thousands

							Three months ended March 31,
							2020		2019		2020 vs 2019
							(in thousands)
Total revenues	$	2,260	$	7,221	$	(4,961)	$	104	$	1,136	$	(1,032)
Operating expenses:
Research and development expenses		(20,103)		(16,604)		(3,499)		(26,013)		(20,537)		(5,476)
Selling, general and administrative expenses		(5,584)		(5,113)		(471)		(9,072)		(8,067)		(1,005)
Total operating expenses		(25,687)		(21,717)		(3,970)		(35,085)		(28,604)		(6,481)
Other income		14,413		336		14,077		857		313		544
Other expense		(261)		—		(261)		(339)		(349)		10
Loss from operations		(9,275)		(14,160)		4,885		(34,463)		(27,504)		(6,959)
Other non-operating items, net		(1,248)		(935)		(313)		6,464		(268)		6,732
Loss before income tax benefit / (expense)		(10,523)		(15,095)		4,572
Income tax benefit / (expense)		278		(177)		455
Net loss	$	(10,245)	$	(15,272)	$	5,027	$	(27,999)	$	(27,772)	$	(227)

Revenue

Our revenue for the three months ended ~~September 30, 2017,~~March 31, 2020 and ~~2016~~2019 was as follows:

Three months ended September 30,


2017

2016

2017 vs 2016

in thousands
License revenue

$
1,124

$
1,239

$
(115)
Collaboration revenue Chiesi

—

1,850

(1,850)
Collaboration revenue BMS

1,136

4,132

(2,996)
Total revenues

$
2,260

$
7,221

$
(4,961)


	Three months ended March 31,
	2020		2019		2020 vs 2019
	(in thousands)
License Revenue	$	47	$	557	$	(510)
Collaboration Revenue		57		579		(522)
Total revenues	$	104	$	1,136	$	(1,032)

We ~~expect~~recognize License Revenue related to ~~continue to recognize approximately $1.1 million in license revenue each quarter from~~ upfront payments and target designation fees received from BMS in ~~the second and third quarters of~~ 2015. ~~Following the termination of our collaboration with Chiesi~~We recognized $0.0 million License Revenue in ~~July 2017, we did not recognize any license revenue during~~ the three months ended ~~September 30, 2017. We recognized $0.2 million during the same period in 2016.~~

~~Collaboration revenue generated during the three months ended September 30, 2017 from research activities associated with AMT-126, our BMS-partnered S100A1 heart failure program, was $1.1 million~~March 31, 2020, compared to ~~$4.1~~$0.6 million for the same period in ~~2016~~.2019. The reduction in License Revenue is primarily a result of delays in development timelines due to our ongoing discussions surrounding the ~~current year period was driven by~~potential restructuring or amendment of the ~~production of preclinical material during~~BMS CLA as well as COVID-19.

We recognized $0.1 million Collaboration Revenue in the three months ended March 31, 2020, compared to $0.6 million for the same period in ~~2016.~~

~~Following~~2019. The decrease in Collaboration Revenue was primarily related to the reduction of activities following the termination of ~~our collaboration with Chiesi~~the initial Research Term under the BMS CLA in ~~July 2017, we no longer recognize collaboration revenue from our co-development~~May 2019.

Table of ~~hemophilia B with Chiesi. We recognized $1.9 million collaboration revenue during the~~ ~~same period in 2016~~. Contents

Research and development expenses

Research and development expenses for the three months ended ~~September 30, 2017,~~March 31, 2020 were ~~$20.1~~$26.0 million, compared to ~~$16.6~~$20.5 million for the same period in ~~2016~~. 2019. Other research and development expenses are separately classified in the table below. These are not allocated as they are deployed across multiple projects under development.


	Three months ended March 31,
	2020		2019		2020 vs 2019
	(in thousands)
Hemophilia B (AMT-060/061)	$	4,540	$	3,307	$	1,233
Huntington's disease (AMT-130)		1,060		463		597
Programs in preclinical development and platform related expenses		1,455		889		566
Total direct research and development expenses	$	7,055	$	4,659	$	2,396

Employee and contractor-related expenses		9,348		8,248		1,100
Share-based compensation expense		2,395		1,988		407
Facility expenses		4,016		3,294		722
Disposables		2,410		1,908		502
Other expenses		789		440		349
Total other research and development expenses	$	18,958	$	15,878	$	3,080

Total research and development expenses	$	26,013	$	20,537	$	5,476

Direct research and development expenses

Hemophilia B (AMT-060/061)

In the three months ended March 31, 2020 and 2019, the external costs for our hemophilia B program were primarily related to the execution of our Phase III clinical trial. We enrolled patients into a six-month lead in phase between January 2018 and September 2019 and dosed a total of 54 patients between January 2019 and March 2020.

In addition, we continue to incur costs for the long-term follow-up of patients in our Phase I/II clinical trial of AMT-060 and our Phase IIB clinical trial of etranacogene dezaparvovec.

Huntington disease (AMT-130)

In the three months ended March 31, 2020 and 2019, our external costs for the development of Huntington’s disease were primarily related to the preparation of our Phase I/II clinical trial.

Preclinical programs & platform development

In the three months ended March 31, 2020, we incurred $1.5 million of costs primarily related to our preclinical activities associated with product candidates for Hemophilia A (AMT-180), SCA3 (AMT-150) and Fabry disease (AMT-190) and various technology innovation projects, compared to $0.9 million in the same period in 2019.

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Table of Contents

Other research & development expenses

●

We incurred ~~$9.5~~$9.3 million in personnel ~~share-based compensation~~and contractor related expenses ~~and consulting cost~~ in the three months ended ~~September 30,~~ ~~2017,~~March 31, 2020, compared to ~~$10.1million during the three months ended~~ ~~September 30,~~ ~~2016. The decrease was a combination of $0.8million one-off expenses related to termination benefits and cost reductions resulting from our restructuring initiated in November 2016;~~

~~We incurred $4.8million in external services and cost related to the development of our product candidates in the three months ended~~ ~~September 30,~~ ~~2017, compared to $4.8million~~ ~~for the same period in 2016~~;

~~We recorded~~ ~~$2.3 million in expenses related to an increase in the fair value of the contingent consideration owed to the sellers of InoCard business~~ ~~in the three months ended~~ ~~September 30,~~ ~~2017,~~ ~~compared to a decrease of $1.8~~$8.2 million for the same period in ~~2016. The increase in 2017 is partially driven~~2019. Our costs during the three months ended March 31, 2020 increased by ~~the amendment~~$1.1 million as a result of the ~~sale and purchase in August 2017; and~~

recruitment of personnel to support the development of our product candidates;

●

We incurred ~~$3.6~~$2.4 million in share-based compensation expenses in the three months ended March 31, 2020, compared to $2.0 million for the same period in 2019; and

●

We incurred $4.0 million in operating expenses and depreciation expenses related to our rented facilities in the three months ended ~~September 30,~~ ~~2017,~~March 31, 2020, compared to ~~$3.5~~$3.3 million ~~for~~in the same period in ~~2016. The increase in 2017 is driven primarily by~~2019. Our costs during the ~~additional costs associated with~~three months ended March 31, 2020 increased as a result of extending and expanding (as from June 2019) the ~~refurbishment~~lease of our ~~new Amsterdam facility, which commenced in March 2016.~~

Lexington facility.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended ~~September 30, 2017,~~March 31, 2020 were $~~5.6~~$9.1 million, compared to $~~5.1~~$8.1 million for the same period in ~~2016~~. 2019.

●

~~Our~~We incurred $3.2 million in personnel and contractor related expenses ~~related to employees, contractors and consultants~~ in the three months ended ~~September 30,~~ ~~2017, were $1.9million~~March 31, 2020, compared to ~~$2.0~~$2.7 million ~~for~~in the same period in ~~2016~~;

2019;

●

We incurred $~~1.3~~ $1.9 million ofin share-based compensation expenses in the three months ended ~~September 30,~~ ~~2017,~~March 31, 2020, compared to $~~0.0~~ $2.3 million ~~for~~in the same period in ~~2016. The increase was related to equity instruments offered to employees during the last twelve months as well as a one-time reversal of share-based compensation expenses of $0.7~~2019; and

●	We incurred $1.2 million in ~~the three months ended September 30, 2016, because of forfeitures of options to acquire 800,000 ordinary shares by our former CEO;~~

~~We incurred~~ ~~$0.9million of~~ professional fees in the three months ended ~~September 30,~~ ~~2017,~~March 31, 2020, compared to ~~$1.4~~$1.6 million ~~for~~in the same period in ~~2016.~~2019. The decrease was primarily ~~related to costs incurred in 2016 associated with our conversion from IFRS to U.S. GAAP; and~~

driven by timing of various corporate initiatives.

~~We incurred~~ $~~0.0~~ ~~million of costs associated with the Glybera~~ ~~global registry and Phase IV study~~ ~~during~~ ~~the three months ended~~ ~~September 30,~~ ~~2017, compared to $0.5million~~ ~~during the same period in 2016. These costs were presented as selling, general and administrative costs prior to May 2017, after which time they are presented as other~~ ~~expense.~~

Other items, net

We recognized ~~$13.8~~$0.2 million ~~of income~~ in ~~the three months ended September 30, 2017, following the termination of our collaboration with Chiesi in July 2017. The income related to the full amortization~~ ~~of the outstanding deferred revenue. We recognized no such income in the same period in 2016.~~

~~We recognized~~ $~~0.3 million of~~ income from payments received from European authorities to subsidize our research and development efforts in the Netherlands in the three months ended ~~September 30, 2017,~~March 31, 2020, compared to ~~$0.3~~$0.0 million for the same period in ~~2016.~~2019.

~~We recognized other net expenses of $0.3 million related to~~ ~~various exit activities~~ ~~in the three months ended September 30, 2017. We did not recognize any such expenses in the same period in 2016.~~

Other non-operating items, net

We recognize interest income associated with our cash and cash equivalents.

~~Table of Contents~~

We hold monetary items and enter into transactions in foreign currencies, predominantly in euros and U.S. dollars. We recognize foreign exchange results related to changes in these foreign currencies.

We issued warrants to Hercules in 2013 and to BMS in 2015. We recognize changes in the fair value of these warrants within other non-operating ~~income~~(expense) / income. Following the exercise of the warrants by Hercules in February 2019 we no longer recognize changes in the fair value of these warrants within other non-operating (expense). / income.

Our other non-operating items, net, for the three months ended ~~September 30, 2017,~~March 31, 2020 and ~~2016~~2019 were as follows:

Three months ended September 30,


2017

2016

2017 vs 2016

in thousands
Interest income

$
10

$
14

$
(4)
Interest expense Hercules long-term debt

(577)

(507)

(70)
Foreign currency losses

(681)

(496)

(185)
Other non-operating income

—

54

(54)
Total other non-operating income / (expense), net

$
(1,248)

$
(935)

$
(313)


	Three months ended March 31,
	2020		2019		2020 vs 2019
	(in thousands)
Interest income	$	822	$	442	$	380
Interest expense - Hercules long-term debt		(975)		(957)		(18)
Foreign currency gains, net		4,602		2,274		2,328
Other non-operating gains / (losses)		2,015		(2,027)		4,042
Total other non-operating income / (loss), net	$	6,464	$	(268)	$	6,732

We recognized a net foreign currency ~~loss~~gain related to our borrowings from Hercules and our cash and cash equivalents of ~~$0.7~~$4.6 million during the three months ended ~~September 30, 2017,~~March 31, 2020, compared to a net ~~loss~~gain of ~~$0.5~~$2.3 million during the same period in ~~2016.~~2019.

Table of Contents

In the three months ended ~~September 30, 2017, we did not recognize any gain or loss related to fair value changes of warrants compared to a gain of $0.1 million for the same period in 2016.~~

~~Comparison of the nine months ended September 30, 2017, and 2016~~

~~The following table presents a comparison of the nine months ended September 30, 2017, and 2016.~~

Nine months ended September 30,

2017

2016

2017 vs 2016

in thousands
Total revenues

$
10,523

$
15,967

$
(5,444)
Operating expenses:

Research and development expenses

(53,963)

(52,531)

(1,432)
Selling, general and administrative expenses

(17,352)

(20,245)

2,893
Total operating expenses

(71,315)

(72,776)

1,461
Other income

14,995

1,256

13,739
Other expense

(2,901)

—

(2,901)
Loss from operations

(48,698)

(55,553)

6,855
Other non-operating items, net

(3,366)

(2,697)

(669)
Loss before income tax benefit / (expense)

(52,064)

(58,250)

6,186
Income tax benefit / (expense)

278

(401)

679
Net loss

$
(51,786)

$
(58,651)

$
6,865

~~Table of Contents~~

~~Revenue~~

~~Our revenue for the nine months ended September 30, 2017, and 2016 was as follows:~~

Nine months ended September 30,

2017

2016

2017 vs 2016

in thousands
License revenue
$
3,068

$
3,713

$
(645)
Collaboration revenue Chiesi

4,638

4,835

(197)
Collaboration revenue BMS

2,817

7,419

(4,602)
Total revenues
$
10,523

$
15,967

$
(5,444)

~~In association with the upfront payments and target designation fees received from BMS in the second and third quarters of 2015,~~March 31, 2020, we recognized ~~$3.1 million in license revenue during the nine months ended September 30, 2017, compared to $3.0 million during the same period in 2016. Following the termination~~income of our collaboration with Chiesi in July 2017, we no longer recognize license revenue in association with the upfront fees received in 2013. We recognized $0.0 million license revenue during the nine months ended September 30, 2017, compared to $0.7 million during the same period in 2016. We recognized our license revenue for the nine months ended September 30, 2017, net of a $0.5 million reduction for amounts previously amortized in relation to the $2.3 million up-front payments that we were required to repay in accordance with the termination of the Glybera Termination Agreement.

Collaboration revenue generated during the nine months ended September 30, 2017, from research activities associated with AMT-126, our BMS-partnered S100A1 heart failure program, was $2.8 million compared to $7.4 million ~~for the same period in 2016. The reduction in the current year period was driven by the timing of various preclinical activities as well as the production of preclinical material during the same period in 2016.~~

~~Research and development expenses~~

~~Research and development expenses for the nine months ended September 30, 2017, were $54.0 million compared to $52.5 million~~ ~~for the same period in 2016~~.

~~We incurred $27.9million in personnel, share-based compensation expenses and consulting cost in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $29.5million during the nine months ended~~ ~~September 30,~~ ~~2016. The decrease was a combination of $1.7million one-off expenses related to termination benefits and cost reductions resulting from our restructuring initiated in November 2016;~~

~~We incurred $11.9million in external services and costs related to the development of our product candidates in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $14.2million~~ ~~for the same period in 2016. The reduction was primarily driven by lower costs of manufacturing drug substance to supply our studies;~~

~~We incurred $10.8million operating expenses and depreciation expenses related to our rented facilities in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $10.3million~~ ~~for the same period in 2016. The~~ ~~increase was driven primarily by additional costs incurred during the first months of 2017 associated with the refurbishment of our new Amsterdam facility;~~

~~We recorded~~ ~~$2.7 million in expenses related to an increase in the fair value of the contingent consideration owed to the sellers of InoCard business~~ ~~in the nine months ended~~ ~~September 30,~~ ~~2017,~~ ~~compared to a decrease of $1.6 million for the same period in 2016. The increase in 2017 is partially driven by the amendment of the sale and purchase in August 2017;and~~

~~We incurred no share-based compensation expenses related to our collaboration with 4D Molecular Therapeutics in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $0.7 million~~ ~~for the same period in 2016~~.

~~Table of Contents~~

~~Selling, general and administrative expenses~~

~~Selling, general and administrative expenses for the nine months ended September 30, 2017, were~~ $~~17.4 million compared to~~ $~~20.2million~~ ~~for the same period in 2016~~.

~~Our expenses related to employees, contractors and consultants in the nine months ended~~ ~~September 30,~~ ~~2017, were $6.1million compared to $6.6million~~ ~~for the same period in 2016. The decrease was primarily driven by $0.8million in one-time costs related to the CEO-transition that took place during~~ ~~the first half of 2016~~;

~~We incurred $3.4million of share-based compensation expenses in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $1.7million~~ ~~for the same period in 2016~~. The increase was related to equity instruments offered to employees during the last twelve months as well as a one-time reversal of share-based compensation expenses of $0.7 million in the three months ended September 30, 2016, because of forfeitures of options to acquire 800,000 ordinary shares by our former CEO;

~~We incurred $3.8million of professional fees in the nine months ended~~ ~~September 30,~~ ~~2017, compared to $4.4million~~ ~~for the same period in 2016~~. ~~The decrease was primarily due to the cost of our conversion from IFRS to U.S. GAAP which we incurred in 2016~~;

~~We incurred legal and settlement costs of $1.9million in connection with our arbitration proceeding with Extera during the nine months ended September 30, 2016. No such costs were incurred during the nine months ended September 30, 2017; and~~

~~We incurred $0.3million of costs associated with the Glybera global registry and Phase IV study during~~ ~~the nine months ended~~ ~~September 30,~~ ~~2017~~, ~~compared to $2.3million~~ ~~during the same period in 2016. These costs were presented as selling, general and administrative costs prior to May 2017, after which time they are presented as other expense.~~

~~Other items, net~~

Following the termination of our collaboration with Chiesi in July 2017, we recognized $13.8 million income in the nine months ended September 30, 2017, related to the full amortization of the outstanding deferred revenue. We recognized no such income in the same period 2016.

We recognized $0.9 million in income during the nine months ended September 30, 2017, from payments received from European authorities to subsidize our research and development efforts in the Netherlands compared to $1.3 million for the same period in 2016.

~~We recognized other expense in the nine months ended September 30, 2017, of $1.8~~$2.0 million related to ~~contractual commitments in relation to terminating the marketing our Glybera program, as well as our collaborations with Chiesi. We did not recognize any such expenses in the same period in 2016.~~

We accrued $0.6 million of contract termination costs in the nine months ended September 30, 2017, related to vacated facilities at our Amsterdam site. We did not recognize any such expenses in the same period in 2016.

~~In addition, we accrued $0.5 million related to~~ ~~various exit activities~~ ~~during the nine months ended September 30, 2017. We did not recognize any such expenses in the same period in 2016.~~

~~Other non-operating items, net~~

~~We recognize interest income associated with cash and cash equivalents.~~

~~We hold monetary items and enter into transactions in foreign currencies, predominantly in euros and U.S. dollars. We recognize foreign exchange results related to changes in these foreign currencies.~~

~~Table of Contents~~

~~We issued warrants to Hercules in 2013 and to BMS in 2015. We recognize~~ changes in the fair value of ~~these warrants within other non-operating income / (expense).~~

~~Our other non-operating items, net, for~~ the ~~nine months ended September 30, 2017, and 2016 were as follows:~~

Nine months ended September 30,

2017

2016

2017 vs 2016

in thousands
Interest income

$
33

$
51

$
(18)
Interest expense Hercules borrowing

(1,583)

(1,685)

102
Foreign currency losses

(1,845)

(1,764)

(81)
Other non-operating income

29

701

(672)
Total other non-operating income / (expense), net

$
(3,366)

$
(2,697)

$
(669)

We recognized a net foreign currency loss related to our borrowings from Hercules and our cash and cash equivalents of $1.8 million during the nine months ended September 30, 2017, compared to a net loss of $1.8 million during the same period in 2016.

~~In the nine months ended September 30, 2017, we recognized no gain or loss related to fair value changes of~~BMS warrants compared to a ~~gain~~loss of ~~$0.7~~$2.0 million related to changes in the fair value of the Hercules and BMS warrants for the same period in ~~2016.~~2019.

Financial Position, Liquidity and Capital Resources

As of ~~September 30, 2017,~~March 31, 2020, we had cash, ~~and~~ cash equivalents and restricted cash of ~~$88.9~~$345.0 million. We currently expect that our cash and cash equivalents will be sufficient to fund operations into ~~early 2020.~~2022. The table below summarizes our consolidated cash flow data for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, and ~~2016.~~2019.


	Nine months ended September 30,
	2017		2016
	in thousands
Cash and cash equivalents at the beginning of the period	$	132,496	$	221,626

					Three months ended March 31,
					2020		2019
					(in thousands)
Cash, cash equivalents and restricted cash at the beginning of the period					$	380,726	$	237,342
Net cash used in operating activities		(46,223)		(56,515)		(32,953)		(26,438)
Net cash used in investing activities		(4,935)		(13,548)		(2,890)		(1,230)
Net cash generated from financing activities		1,036		2,069		1,010		2,678
Foreign exchange impact		6,560		3,919		(943)		(635)
Cash and cash equivalents at the end of the period	$	88,934	$	157,551
Cash, cash equivalents and restricted cash at the end of period					$	344,950	$	211,717

We have incurred losses and cumulative negative cash flows from operations since our business was founded by our predecessor entity AMT Therapeutics (“AMT”) Holding N.V. in 1998. We had a net loss of ~~$10.2 million and $51.8~~$28.0 million during the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2020, compared to a net loss of ~~$15.3 million and $58.7~~$27.8 million during the same ~~periods~~period in ~~2016.~~2019. As of ~~September 30, 2017,~~March 31, 2020, we had an accumulated deficit of ~~$447.8~~$687.7 million.

Sources of liquidity

From our first institutional venture capital financing in 2006 through ~~September 30, 2017,~~March 31, 2020, we funded our operations primarily through private and public placements of equity securities and convertible and other debt securities ~~and to a much lesser extend upfront, target designation or similar~~as well as payments from our collaboration ~~partners~~partners.

On September 10, 2019, we completed a follow-on public offering of 4,891,305 ordinary shares at a public offering price of $46.00 per ordinary share, and on September 13, 2019, we completed the sale of an additional 733,695 ordinary shares at a public offering price of $46.00 per ordinary share pursuant to the exercise by the underwriters of the option to purchase additional ordinary shares, resulting in total gross proceeds to us of $258.8 million. The net proceeds from this offering were $242.7 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. We deducted $0.6 million of expenses incurred related to this offering from additional paid-in capital in the accompanying consolidated balance sheets and reflected this within the proceeds from public offering of shares, net of issuance costs within the cash flows from financing activities.

On December 6, 2018, we signed an amendment to the Second Amended and Restated Loan and Security Agreement (the “2018 Amended Facility”) with Hercules that both refinanced our existing $20 million credit facility and provided us with an additional commitment of $30 million (of which $15 million is subject to the discretion of Hercules). At signing, we drew down an additional $15 million, for a total outstanding amount of $35 million. We have the right to draw another $15 million through June 30, 2020 subject to the terms of the 2018 Amended Facility.

The 2018 Amended Facility extends the loan’s maturity date until June 1, 2023. The interest-only period was initially extended from November 2018 to January 1, 2021. The interest-only period was further extended to January 1, 2022 as ~~well as collaboration revenues.~~a result of raising more than $90.0 million in equity financing in September 2019. As of March 31, 2020, $35 million was outstanding under the 2018 Amended Facility (December 31, 2019: $35 million). We are required to repay the facility in equal monthly installments of principal and interest between the end of the interest-only period and the maturity date. The variable interest rate is equal to the greater of (i) 8.85% or (ii) 8.85% plus the prime rate less 5.50%. Under the 2018 Amended Facility, we paid a facility fee equal to 0.50% of the $35,000,000 loan outstanding and will owe a back-end fee of 4.95% of the outstanding debt.

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We expect to continue to incur losses and to generate negative cash flows. We have no firm sources of additional ~~financing other than our collaboration agreement~~s ~~with BMS.~~funding. Until such time, if ever, as we can generate substantial cash flows from successfully commercializing our product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution and licensing arrangements.

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~~In September 2017, we established an “at the market” equity offering program pursuant to which we can sell up to 5 million ordinary shares at prevailing market prices from time to time.~~

On October 27, 2017, we completed our public offering announced on October 23, 2017. We issued and sold 5,000,000 ordinary shares at $18.25 per ordinary share, resulting in gross proceeds of approximately $91.3 million. The net proceeds to us from this offering were approximately $85.4 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. We granted the underwriters an option to purchase up to 750,000 ordinary shares at the public offering price of $18.25.

~~The above equity financing entitles us to extend the interest interest-only payment period of its 2016 Amended Facility by 12 months from November 2017 to November 2018.~~

We are subject to covenants under our ~~Loan Agreement with Hercules,~~2018 Amended Facility and may become subject to covenants under any future indebtedness that could limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, which could adversely impact our ability to conduct our business. In addition, our pledge of assets as collateral to secure our obligations under the ~~Hercules loan agreement~~2018 Amended Facility may limit our ability to obtain debt financing. To the extent we need to finance our cash needs through equity offerings or debt financings, such financing may be subject to unfavorable terms including without limitation, the negotiation and execution of definitive documentation, as well as credit and debt market conditions, and we may not be able to obtain such financing on terms acceptable to us or at all. If financing is not available when needed, including through debt or equity financings, or is available only on unfavorable terms, we may be unable to meet our cash needs. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves, which could have a material adverse effect on our business, financial conditions, results of operations and cash flows.

Net Cash used in operating activities

Net cash used in operating activities was ~~$46.2~~$33.0 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, and

consisted of a ~~reduction~~net loss of ~~$10.3~~$28.0 million ~~compared to the $56.5~~adjusted for non-cash items, including depreciation and amortization expense of $1.7 million, share-based compensation expense of $4.4 million, fair value gains on derivative financial instruments of $2.0 million, unrealized foreign exchange gain of $4.8 million, and an increase in unamortized deferred revenue of $0.3 million. Net cash used in ~~the same period~~operating activities also included unfavorable changes in ~~2016~~.

~~The reduction is~~operating assets and liabilities of $4.5 million. These changes primarily ~~due~~related to a ~~$6.7~~net increase in accounts receivable and accrued income, prepaid expenses and other current assets of $1.3 million ~~favorable change~~primarily as a result of increase in ~~our~~prepayments for the year and a net ~~working capital during~~decrease in accounts payable, accrued expenses and other liabilities of $3.2 million primarily related to pay-out of employee bonuses.

Net cash used in operating activities was $26.4 million for the ~~nine~~three months ended ~~September 30, 2017, compared~~March 31, 2019, and

consisted of a net loss of $27.8 million adjusted for non-cash items, including depreciation and amortization expense of $1.6 million, share-based compensation expense of $4.3 million, fair value losses on derivative financial instruments of $2.0 million, unrealized foreign exchange gain of $1.8 million, and a decrease in unamortized deferred revenue of $0.5 million. Net cash used in operating activities also included unfavorable changes in operating assets and liabilities of $4.2 million. These changes primarily related to a ~~$2.2~~net increase in accounts receivable and accrued income, prepaid expenses and other current assets of $2.8 million ~~unfavorable change in our net working capital during the same period in 2016. In addition, we collected $1.1 million in lease incentive payments~~primarily related to our ~~new Amsterdam facility~~etranacogene dezaparvovec clinical trials and ~~reduced our operating~~a net decrease in accounts payable, accrued expenses ~~during the nine months ended September 30, 2017 by $0.3~~and other liabilities of $1.4 million ~~compared~~primarily related to ~~the same period in 2016.~~

pay-out of employee bonuses.

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Net cash used in investing activities

In the ~~nine~~three months ended ~~September 30, 2017~~,March 31, 2020, we used ~~$4.9~~ $2.9 million in our investing activities compared to ~~$13.5~~$1.2 million for the same period in ~~2016~~.2019.

Nine months ended September 30,

2017

2016

in thousands
Build out of Lexington site

$
(638)

$
(1,483)
Build out of Amsterdam sites

(2,606)

(9,551)
Acquisition of licenses and patents

(1,124)

(1,897)
Restricted cash

(567)

(617)
Total investments

$
(4,935)

$
(13,548)


	Three months ended March 31,
	2020		2019
	(in thousands)
Build out of Lexington site	$	(322)	$	(103)
Build out of Amsterdam site		(355)		(131)
Acquisition of licenses, patents and other rights		(2,213)		(996)
Total investments	$	(2,890)	$	(1,230)

~~In the nine months ended September 30, 2017~~, ~~we invested $2.~~6 ~~million in our new facility in Amsterdam and $9.6 million in the same period 2016.~~

Net cash generated from financing activities

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, we received $1.0 million from the exercise of options to purchase ordinary shares in relation to our share incentive plans compared to $2.2 million in the same period ~~2016.~~2019.

Funding requirements

We believe our cash and cash equivalents as of ~~September 30,~~ ~~2017,~~March 31, 2020 will enable us to fund our operating expenses including our debt repayment obligations as they become due and capital expenditure requirements ~~for at least the next twelve months.~~into 2022. Our future capital requirements will depend on many factors, including but not limited to:

●

~~the potential to receive future consideration pursuant to our collaboration with BMS, which is largely contingent on achieving certain research, development, regulatory and sales milestones;~~

~~our ability to enter into collaboration arrangements in the future;~~

~~the scope, timing, results and costs of our current and planned clinical trials, including those for AMT-061 in hemophilia B and AMT-130 in Huntington’s disease;~~

the scope, timing, results and costs of preclinical development and laboratory testing of our additional product candidates, including our S100A1 gene therapy candidate for the treatment of heart failure;

~~the need for any additional tests, studies, or trials beyond those originally anticipated to confirm the safety or efficacy of our product candidates and technologies;~~

~~the cost, timing and outcome of regulatory reviews associated with our product candidates;~~

the cost and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution of any of our product candidates for which we receive marketing approval in the future;

●

the amount and timing of revenue, if any, we receive from commercial sales of any product candidates for which we, or our collaboration partner, receives marketing approval in the future;

●

the scope, timing, results and costs of our current and planned clinical trials, including those for etranacogene dezaparvovec in hemophilia B and AMT-130 in Huntington’s disease;

●

the scope, timing, results and costs of preclinical development and laboratory testing of our additional product candidates;

●

the need for additional resources and related recruitment costs to support the preclinical and clinical development of our product candidates;

●

the need for any additional tests, studies, or trials beyond those originally anticipated to confirm the safety or efficacy of our product candidates and technologies;

●

the cost, timing and outcome of regulatory reviews associated with our product candidates;

●

our ability to enter into collaboration arrangements in the future;

●

the costs and timing of preparing, filing, expanding, acquiring, licensing, maintaining, enforcing and prosecuting patents and patent applications, as well as defending any intellectual property-related claims;

●

the repayments of the principal amount of our venture debt loan with Hercules, which will contractually start in ~~December 2018~~January 2022 and will run through ~~May 2020;~~

June 2023;

●

the extent to which we acquire or in-license other businesses, products, product candidates or technologies;

●

the costs associated with maintaining quality compliance and optimizing our manufacturing processes, including the operating costs associated with our Lexington, Massachusetts manufacturing facility;

●

the costs associated with ~~recent~~increasing the scale and ~~future hiring~~capacity of ~~senior management~~our manufacturing capabilities; and

●

the costs associated in preparing for the Biologics License Application (“BLA”) submission of etranacogene dezaparvovec, including process validation, inspection, readiness and other ~~personnel,~~

regulatory expenses.

~~the timing, costs, savings and operational implications of the corporate restructuring we are implementing following the completion of our strategic review last year.~~

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Contractual obligations and commitments

The table below sets forth our contractual obligations and commercial commitments as of ~~September 30, 2017,~~March 31, 2020, that are expected to have an impact on liquidity and cash flows in future periods.


			Less than 1		Between 1		Between 2
	Undefined		year		and 2 years		and 5 years		Over 5 years		Total
	in thousands
Debt obligations (including $3.6 million interest payments)	$	—	$	7,888	$	8,848	$	6,869	$	—	$	23,605

													Less than 1		Between 1		Between 2
													year		and 2 years		and 5 years		Over 5 years		Total
													(in thousands)
Debt obligations (including $10.7 million interest payments)													$	4,111	$	8,617	$	33,021	$	—	$	45,749
Operating lease obligations		—		3,308		3,852		11,877		21,507		40,544		6,008		5,500		17,395		32,593		61,496
Contingent consideration (nominal amount)		15,949		—		—		—		—		15,949
Total	$	15,949	$	11,196	$	12,700	$	18,746	$	21,507	$	80,098	$	10,119	$	14,117	$	50,416	$	32,593	$	107,245

Due to uncertainty of the timing of achieving certain contractual milestones, the contingent consideration of $15.9 million related to our acquisition of InoCard (later renamed uniQure GmbH) is considered to have an undefined contractual maturity. As of September 30, 2017, we expect the milestone obligations will become payable between 2018 and 2021. When due, 50% of the obligations can be settled either in cash or in a variable number of our shares. As of September 30, 2017, we recorded this obligation at its fair value of $3.6 million. In addition, we recorded ~~$1.2 million owed to the former shareholders of Inocard (presented as other current liabilities).~~

We also have obligations to make future payments to third parties that become due and payable on the achievement of certain development, regulatory and commercial milestones (such as the start of a clinical trial, filing of a Biologics License Application, approval by the FDA or product launch). We have not included these commitments on our balance sheet or in the table above because the achievement and timing of these milestones is not fixed and determinable.

We enter into contracts in the normal course of business with clinical research organizations (“CROs”) for preclinical research studies and clinical trials, research supplies and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore are cancelable contracts and not included in the table of contractual obligations and commitments.

The Company’s predecessor entity received a technical development loan from the Dutch government in relation to the development of Glybera. The Company needs to repay the grant through a percentage of revenue derived from product sales of Glybera up to December 31, 2019. Any grant balance remaining at this date will be forgiven. We have decided not to renew our marketing authorization for Glybera in the European Union, which expires in October 2017. We do not expect to derive any revenue from Glybera or to be required to make any repayments under this loan.

Off-Balance Sheet Arrangements

As of ~~September~~ ~~30, 2017,~~March 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of financial risks in the normal course of our business, including market risk (including currency, price and interest rate risk), credit risk and liquidity risk. Our overall risk management program focuses on preservation of capital and the unpredictability of financial markets and has sought to minimize potential adverse effects on our financial performance and position.

Our market risks and exposures to such market risks during the ~~nine~~three months ended ~~September 30,~~ ~~2017, has~~March 31, 2020, have not materially changed from our market risks and our exposure to market risk discussed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, which was filed with the SEC on March ~~15, 2017.~~2, 2020.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive and chief ~~finance~~financial officer (“CEO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~September 30,~~ ~~2017.~~March 31, 2020. Based on such evaluation, our CEO has concluded that as of ~~September 30,~~ ~~2017,~~March 31, 2020, our disclosure controls and procedures were effective to ensure that information required to be disclosed by it in reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such material information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, the Company’s controls and procedures can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of such control, and misstatements due to error or fraud may occur and not be detected on a timely basis.

Changes in Internal Control over Financial Reporting

During the ~~nine months ended September 30, 2017,~~first quarter of 2020, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that a large group of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact the COVID-19 situation has on the operating effectiveness of our internal controls.

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Part II – OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A.Risk Factors

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this Quarterly Report on Form 10-Q, including our financial statements and related notes thereto, and the risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December ~~13, 2016, field~~31, 2019, filed with the SEC on March ~~15, 2017,~~2, 2020, before deciding to invest in our ordinary shares. We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties. The risks and uncertainties described below are not the only ones we face. Other risks and uncertainties, including those that we do not currently consider material, may impair our business. If any of the risks discussed below actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the value of our securities to decline, and you may lose all or part of your investment.

~~Those risk factors below denoted~~

Risks Related to the Current COVID-19 Pandemic

A pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business and operations.

The recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and the Netherlands. On March 11, 2020, the WHO declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and global economies and has affected and may continue to affect our operations and those of third parties on which we rely. The COVID-19 pandemic may cause disruptions in our raw material supply, our commercial-scale manufacturing capabilities for AAV-based gene therapies, the commercialization of our product candidates, and the conduct of current and future clinical trials. In addition, the COVID-19 pandemic has affected and may continue to affect the operations of the FDA, EMA and other health authorities, which could result in delays of reviews and approvals, including with respect to our product candidates. As evidenced by the postponement of procedures for two patients in our Phase I/II clinical study of AMT-130, the evolving COVID-19 pandemic has impacted the pace of enrollment in our clinical trials. We may be affected by similar delays as patients may avoid or may not be able to travel to healthcare facilities and physicians’ offices unless due to a ~~“*” are newly added or~~health emergency and clinical trial staff can no longer get to the clinic. Such facilities and offices have been ~~materially updated from~~and may continue to be required to focus limited resources on non-clinical trial matters, including treatment of COVID-19 patients, thereby decreasing availability, in whole or in part, for clinical trial services. In addition, employee disruptions and remote working environments related to the COVID-19 pandemic and the federal, state and local responses to such virus, has impacted and could continue to impact the efficiency and pace with which we work and develop our ~~Annual Report~~product candidates and our manufacturing capabilities. Further, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on ~~10-K filed with~~ the ~~SEC~~global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term liquidity. Additionally, the stock market has been unusually volatile during the COVID-19 outbreak and such volatility may continue. To date, during certain periods of the COVID-19 pandemic, our stock price fluctuated significantly, and such fluctuation may continue to occur. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on ~~March 15, 2017.~~our business, financing or clinical trial activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely.

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Risks Related to the Development of Our Product Candidates

None of our product candidates have been approved for commercial sale and they might never receive regulatory approval or become commercially viable. We have never generated any significant revenue from product sales and may never be profitable.

All of our product candidates are in research or development. We have not generated any significant revenues from the sale of products and do not expect to generate any revenue before 2022. Our lead product candidates, etranacogene dezaparvovec (also known as AMT-061) and AMT-130, and any of our other potential product candidates will require extensive preclinical and/or clinical testing and regulatory approval prior to commercial use. Our research and development efforts may not be successful. Even if our clinical development efforts result in positive data, our product candidates may not receive regulatory approval or be successfully introduced and marketed at prices that would permit us to operate profitably.

We may encounter substantial delays in and impediments to the progress of our clinical trials or fail to demonstrate the safety and efficacy of our product candidates.

Clinical and non-clinical development is expensive, time-consuming and uncertain as to outcome. Our product candidates are in ~~early~~different stages of clinical or preclinical development, and there is a significant risk of failure or delay in each of these programs. We cannot guarantee that any preclinical tests or clinical trials will be completed as planned or completed on schedule, if at all. A failure of one or more preclinical tests or clinical trials can occur at any stage of testing. Events that may prevent successful or timely completion of clinical development include, but are not limited to:

●

delays in reaching a consensus with regulatory agencies on study design;

●

delays in reaching agreement on acceptable terms with prospective ~~CROs~~clinical research organizations (“CROs”) and clinical trial sites;

●

delays in receiving regulatory ~~authority~~authorization to conduct the clinical trials or a regulatory authority decision that the clinical trial should not proceed;

●

delays in obtaining required ~~Institutional Review Board (“IRB”)~~IRB approval at each clinical trial site;

●

imposition of a clinical hold by regulatory agencies after an inspection of our clinical trial operations or trial sites;

●

failure by CROs, other third parties or us to adhere to clinical trial requirements or otherwise properly manage the clinical trial process, including meeting applicable timelines, properly documenting case files, including the retention of proper case files, and properly monitoring and auditing clinical sites;

●

failure of sites or clinical investigators to perform in accordance with ~~good clinical practices (“GCP”)~~Good Clinical Practice or applicable regulatory guidelines in other countries;

●

difficulty or delays in patient recruiting into clinical trials;

●	· the impact of the COVID-19 pandemic on the healthcare system or any clinical trial sites;

●

delays or deviations in the testing, validation, manufacturing and delivery of our product candidates to the clinical sites;

●

delays in having ~~patients~~patients’ complete participation in a study or return for post-treatment follow-up;

●

clinical trial sites or patients dropping out of a study;

●

occurrence of serious adverse events associated with a product candidate that are viewed to outweigh its potential benefits; or

●

changes in regulatory requirements and guidance that require amending or submitting new clinical protocols, undertaking additional new tests or analyses or submitting new types or amounts of clinical data.

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Before obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Such trials and regulatory review and approval take many years. It is impossible to predict when or if any of our clinical trials will demonstrate that product candidates are effective or safe in humans.

If the results of our clinical trials are inconclusive, or fail to meet the level of statistical significance required for approval or if there are safety concerns or adverse events associated with our product candidates, we may:

●

be delayed in or altogether prevented from obtaining marketing approval for our product candidates;

●

obtain approval for indications or patient populations that are not as broad as intended or desired;

●

obtain approval with labeling that includes significant use or distribution restrictions or safety warnings;

●

be subject to changes with the way the product is administered;

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●

be required to perform additional clinical trials to support approval or be subject to additional post-marketing testing requirements;

●

have regulatory authorities withdraw their approval of the product or impose restrictions on its distribution in the form of a modified risk evaluation and mitigation strategy;

●

be subject to the addition of labeling statements, such as warnings or contraindications;

●

be sued; or

●

experience damage to our reputation.

Because of the nature of the gene therapies we are developing, regulators may also require us to demonstrate long-term gene expression, or clinical efficacy and safety, which may require additional or longer clinical trials, and which may not be able to be demonstrated to the regulatory authorities’ standards.

Our ability to recruit patients for our trials is often reliant on third parties, such as ~~the pharmacies at our~~ clinical trial sites. ~~These third parties~~Clinical trial sites may not have the adequate infrastructure established to handle gene therapy products or may have difficulty finding eligible patients to ~~support certain gene therapy product formulations, or may not agree to recruit patients on our behalf.~~enroll into a trial.

In addition, we or ~~our collaborator~~any collaborators we may have may not be able to locate and enroll enough eligible patients to participate in these trials as required by the FDA, the ~~European Medicines Agency (“EMA”)~~EMA or similar regulatory authorities outside the United States and the European Union. This may result in our failure to initiate or continue clinical trials for our product candidates or may cause us to abandon one or more clinical trials altogether. Because our programs are focused on the treatment of patients with rare or orphan or ultra-orphan diseases, our ability to enroll eligible patients in these trials may be limited or slower than we anticipate considering the small patient populations involved and the specific age range required for treatment eligibility in some indications. In addition, our potential competitors, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and governmental agencies and public and private research institutions, may seek to develop competing therapies, which would further limit the small patient pool available for our studies. Also, patients may be reluctant to enroll in gene therapy trial where there are other therapeutic alternatives available or that may become available, which may be for various reasons including uncertainty about the safety or effectiveness of the therapeutic and the possibility that treatment with the therapeutic would preclude future gene therapy treatments.

Any inability to successfully initiate or complete preclinical and clinical development could result in additional costs to us or impair our ability to receive marketing approval, to generate revenues from product sales or obtain regulatory and commercialization milestones and royalties. In addition, if we make manufacturing or formulation changes to our product candidates, including changes in the vector or manufacturing process used, we may need to conduct additional studies to bridge our modified product candidates to earlier versions. Clinical trial delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do, which could impair our ability to successfully commercialize our product candidates and may materially harm our business, financial conditions and results of operations.

Our progress in early-stage clinical trials may not be indicative of long-term efficacy in late-stage clinical trials, and our progress in trials for one product candidate may not be indicative of progress in trials for other product candidates.

~~The product candidates in our pipeline are at early-stages of development.~~ Study designs and results from previous studies are not necessarily predictive of our future clinical study designs or results, and initial results may not be confirmed upon full analysis of the complete study data. Our product candidates may fail to show the required level of safety and efficacy in later stages of clinical development despite having successfully advanced through initial clinical studies. In 2017, we announced our plans to advance etranacogene dezaparvovec, which includes an AAV5 vector carrying the FIX-Padua transgene, into a pivotal study. While we believe etranacogene dezaparvovec and AMT-060, our product candidate that was previously studied in a Phase I/II study, have been demonstrated to be materially comparable in nonclinical studies and manufacturing quality assessments, it is possible that ongoing or future clinical studies of etranacogene dezaparvovec may show unexpected differences from AMT-060. Should these differences have an unfavorable impact on clinical outcomes, they may adversely impact our ability to achieve regulatory approval or market acceptance of etranacogene dezaparvovec.

In our Phase I/II clinical study of AMT-060, we screened patients for pre-existing anti-AAV5 antibodies to determine their eligibility for the trial. Three of the ten patients screened for the study tested positive for anti-AAV5 antibodies on reanalysis using a more sensitive antibody assay. Since we did not observe any ill-effects or correlation between the level of anti-AAV5 antibodies and clinical outcomes, patients who have anti-AAV5 antibodies are permitted to enroll in our planned pivotal study of etranacogene dezaparvovec. Since we only have been able to test a limited number of patients and have limited clinical and pre-clinical data, it is possible that ongoing or future clinical studies may not confirm these results, and if so, negatively impact the outcome of our study.

In advance of treating patients in the pivotal study of etranacogene dezaparvovec, we conducted a short study to confirm the dose expected to be used in the pivotal trial. The dose-confirmation study enrolled three patients, who were administered a single dose of 2x10¹³ gc/kg. We have relied on the short-term data from this study, including FIX activity and safety outcomes during the weeks following administration of etranacogene dezaparvovec, to confirm the dose to be used in the pivotal study. Following the results of this study, our Data Monitoring Committee confirmed the dose of 2x10¹³ gc/kg for administration in the pivotal study. Given the limited number of patients and short follow-up period, data from this study may differ materially from the future results of our planned pivotal study of etranacogene dezaparvovec.

A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in ~~late-stage~~later-stage clinical trials even after achieving promising results in early-stage clinical trials. If a larger population of patients does not experience positive results during clinical trials, if these results are not reproducible or if our products show diminishing activity over time, our ~~products~~product candidates may not receive approval from the FDA or EMA. Data obtained from preclinical and clinical activities are subject to varying interpretations, which may delay, limit or prevent regulatory approval. In addition, we may encounter regulatory delays or rejections because of many factors, including changes in regulatory policy during the period of product development. Failure to confirm favorable results from earlier trials by demonstrating the safety and effectiveness of our products in ~~late-stage~~later-stage clinical trials with larger patient populations could have a material adverse effect on our business, ~~that would cause our share price to decline.~~financial condition and results of operations.

Fast track product, breakthrough therapy, priority review, or Regenerative Medicine Advanced Therapy (“RMAT”) designation by the FDA, or access to the PRIME scheme by the EMA, for our product candidates may not lead to faster development or regulatory review or approval process, and it does not increase the likelihood that our product candidates will receive marketing approval.

We have obtained and may in the future seek one or more of fast track adesignation, breakthrough therapy designation, RMAT designation, ~~and~~PRIME scheme access or priority review designation ~~and PRIME scheme access~~ for our product ~~candidates if supported by the results of clinical trials.~~candidates. A fast track product designation is designed to facilitate the clinical development and expedite the review of drugs intended to treat a serious or life-threatening condition and which demonstrate the potential to address an unmet medical need. A breakthrough therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, ~~and~~where preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. A RMAT designation is designed to accelerate approval for regenerative advanced therapies. Priority review designation is intended to speed the FDA marketing application review timeframe for drugs that treat a serious condition and, if approved, would provide a significant improvement in safety or effectiveness. PRIME is a scheme provided by the EMA, similar to the FDA’s breakthrough therapy designation, to enhance support for the development of medicines that target an unmet medical need.

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For drugs and biologics that have been designated as fast track products or breakthrough therapies, or granted access to the PRIME ~~schema,~~scheme, interaction and communication between the regulatory agency and the sponsor of the trial can help to identify the most efficient path for clinical development. Sponsors of drugs with fast track products or breakthrough therapies may also be able to submit marketing applications on a rolling basis, meaning that the FDA may review portions of a marketing application before the sponsor submits the complete application to the FDA, if the sponsor pays the user fee upon submission of the first portion of the marketing application. For products that receive a priority review designation, the FDA's marketing application review goal is shortened to six months, as opposed to ten to twelve months under standard review. ~~This review goal is based on the date the FDA accepts the marketing application for review, this application validation period typically adds approximately two months to the timeline for review~~RMAT designations may also expedite product candidate development and ~~decision from the date of submission. RAT designations will accelerate approval but the exact mechanisms have not yet been announced by FDA.~~approval.

Designation as a fast track product, breakthrough therapy, RMAT, PRIME, or priority review product is within the discretion of the regulatory agency. Accordingly, even if we believe one of our product candidates meets the relevant criteria, ~~for designation as a fast track product, breakthrough therapy, RMAT, PRIME, or priority review product,~~ the agency may disagree and instead determine not to make such designation. In any event, the receipt of such a designation for a product candidate may not result in a faster development process, review or approval compared to drugs considered for approval under conventional regulatory procedures and does not assure ultimate marketing approval by the agency. In addition, regarding fast track products and breakthrough therapies, the FDA may later decide that the products no longer meet the conditions for qualification as either a fast track product, RMAT, or a breakthrough therapy or, for priority review products, decide that period for FDA review or approval will not be shortened.

We may not be successful in our efforts to use our gene therapy technology platform to build a pipeline of additional product candidates.

An element of our strategy is to use our gene therapy technology platform to expand our product pipeline and to progress these candidates through preclinical and clinical development ourselves or together with ~~our collaborator.~~collaborators. Although we currently have a pipeline of programs at various stages of development, we may not be able to identify or develop product candidates that are safe and effective. Even if we are successful in continuing to build our pipeline, the potential product candidates that we identify may not be suitable for clinical development. Research programs to identify new product candidates

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require substantial technical, financial and human resources. We or ~~our collaborator~~any collaborators may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful. If we do not continue to successfully develop and commercialize product candidates based upon our technology, we may face difficulty in obtaining product revenues in future periods, which could result in significant harm to our business, results of operations and financial position and materially adversely affect our share price.

Our strategy of obtaining rights to key technologies through in-licenses may not be successful.

We seek to expand our product pipeline from time to time in part by in-licensing the rights to key technologies, including those related to gene delivery, genes and gene cassettes. The future growth of our business will depend in significant part on our ability to in-license or otherwise acquire the rights to additional product candidates or technologies, particularly through our collaborations with academic research institutions. However, we may be unable to in-license or acquire the rights to any such product candidates or technologies from third parties on acceptable terms or at all. The in-licensing and acquisition of these technologies is a competitive area, and many more established companies are also pursuing strategies to license or acquire product candidates or technologies that we may consider attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be competitors may be unwilling to license rights to us. Furthermore, we may be unable to identify suitable product candidates or technologies within our areas of focus. If we are unable to successfully obtain rights to suitable product candidates or technologies, our business, financial condition and prospects could suffer.

Negative public opinion and increased regulatory scrutiny of gene therapy and genetic research may damage public perception of our product candidates or adversely affect our ability to conduct our business or obtain marketing approvals for our product candidates.

Public perception may be influenced by claims that gene therapy is unsafe, and gene therapy may not gain the acceptance of the public or the medical community. The risk of cancer remains a concern for gene therapy, and we cannot assure that it will not occur in any of our planned or future clinical studies. In addition, there is the potential risk of delayed adverse events following exposure to gene therapy products due to persistent biological activity of the genetic material or other components of products used to carry the genetic material.

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As of ~~September 30, 2017,~~March 31, 2020, a total of three patients reported serious adverse events related to the treatment of AMT-060, our first generation hemophilia B gene therapy, in our Phase I/II ~~hemophilia B~~ trial, including one patient with a short, self-limiting fever in the first 24 hours after treatment and two patients with mild, asymptomatic elevations in liver transaminases. Additionally, one patient in our ongoing Phase IIb study of etranacogene dezaparvovec underwent hip surgery due to a pre-existing condition and was treated perioperatively with short-acting factor replacement. This was reported by the investigator as a serious adverse event unrelated to etranacogene dezaparvovec.

Adverse events in our clinical trials or those conducted by other parties (even if not ultimately attributable to our product candidates), and the resulting publicity, could result in increased governmental regulation, unfavorable public perception, failure of the medical community to accept and prescribe gene therapy treatments, potential regulatory delays in the testing or approval of our product candidates, stricter labeling requirements for those product candidates that are approved and a decrease in demand for any such product candidates. If any of these events should occur, it may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Manufacturing

Our manufacturing facility is subject to significant government regulations and approvals. If we fail to comply with these regulations or maintain these approvals our business will be materially harmed. *

Our manufacturing facility in Lexington ~~will be~~is subject to ongoing regulation and periodic inspection by the FDA, EMA ~~FDA~~ and other regulatory bodies to ensure compliance with current Good Manufacturing Practices (“cGMP”). Any failure to follow and document our adherence to such cGMP regulations or other regulatory requirements may lead to significant delays in the availability of products for commercial sale or clinical study, may result in the termination of or a hold on a clinical study, or may delay or prevent filing or approval of marketing applications for our products.

Failure to comply with applicable regulations could also result in the FDA, EMA, ~~FDA~~ or other applicable authorities taking various actions, including levying fines and other civil penalties; imposing consent decrees or injunctions; requiring us to suspend or put on hold one or more of our clinical trials; suspending or withdrawing regulatory approvals; delaying or refusing to approve pending applications or supplements to approved applications; requiring us to suspend manufacturing activities or product sales, imports or exports; requiring us to communicate with physicians and other customers about concerns related to actual or potential safety, efficacy, and other issues involving our products; mandating

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product recalls or seizing products; imposing operating restrictions; and seeking criminal prosecutions. Any of the foregoing could materially harm our ~~business.~~business, financial condition and results of operations.

Gene therapies are complex and difficult to manufacture. We could experience capacity, production or technology transfer problems that result in delays in our development or commercialization schedules or otherwise adversely affect our business. *

The insect-cell based manufacturing process we use to produce our products and product candidates is highly complex and in the normal course is subject to variation or production difficulties. Issues with ~~the~~any of our manufacturing ~~process,~~processes, even minor deviations from the normal process, could result in insufficient yield, product deficiencies or manufacturing failures that result in adverse patient reactions, lot failures, insufficient inventory, product recalls and product liability claims. Additionally, we may not be able to scale up some or all of our manufacturing processes that may results in delays in regulatory approvals or otherwise adversely affect our ability to manufacture sufficient amounts of our products.

Many factors common to the manufacturing of most biologics and drugs could also cause production interruptions, including raw materials shortages, raw material failures, growth media failures, equipment malfunctions, facility contamination, labor problems, natural disasters, disruption in utility services, terrorist activities, or cases of force majeur and acts of god (including the effects of the COVID-19 pandemic) beyond our control. We also may encounter problems in hiring and retaining the experienced specialized personnel needed to operate our manufacturing process, ~~particularly as we transition manufacturing to Lexington,~~ which could result in delays in our production or difficulties in maintaining compliance with applicable regulatory requirements.

Any problems in our manufacturing processes or facilities could make us a less attractive collaborator for academic research institutions and other parties, which could limit our access to additional attractive development programs, result in delays in our clinical development or marketing schedules and materially harm our business.

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Our use of viruses, chemicals and other hazardous materials requires us to comply with regulatory requirements and exposes us to significant potential liabilities.

Our development and manufacturing processes involve the use of viruses, chemicals, other (potentially) hazardous materials and produce waste products. Accordingly, we are subject to national, federal, state and local laws and regulations in the United States and the Netherlands governing the use, manufacture, distribution, storage, handling, treatment and disposal of these materials. In addition to ensuring the safe handling of these materials, applicable requirements require increased safeguards and security measures for many of these agents, including controlling access and screening of entities and personnel who have access to them, and establishing a comprehensive national database of registered entities. In the event of an accident or failure to comply with environmental, occupational health and safety and export control laws and regulations, we could be held liable for damages that result, and any such liability could exceed our assets and ~~resources.~~resources, and could result in material harm to our business, financial condition and results of operations.

Risks Related to Regulatory Approval of Our Products

We are implementing changes in our lead product candidate for hemophilia B, which may require additional pre-clinical, non-clinical, or clinical studies, or additional chemistry, manufacturing and control development *

We have recently changed our lead product candidate for hemophilia B from AMT-060 (an AAV-5 based vector encoding the wild-type factor IX gene) to a hemophilia B product candidate designated AMT-061 (an AAV5 based vector encoding the FIX-Padua mutant). Both are identical in structure apart from two nucleotide substitutions in the coding sequence for FIX. We believe the FIX-Padua mutant to result in enhanced FIX activity. We have conducted a GLP non-human primate pre-clinical study using AMT-061, which demonstrated a substantial increase in FIX activity over AMT-060. The results of our pre-clinical study using AMT-061 may not be predictive of any future clinical trial results for AMT-061. Our pivotal trial, which will be conducted with AMT-061 may not ultimately provide the desired efficacy results or may reveal adverse events or other safety concerns.

Because of changing our product candidate, we will be required to conduct a clinical study confirming the dosing with AMT-061 and the resulting fold increase in FIX activity. If we are unable to confirm the dose, we might be required to modify the design or extend the study, resulting in a delay of the treatment phase of our pivotal trial.

We have conducted our pre-clinical studies with both AMT-060 and AMT-061 as well our Phase I/II clinical study with AMT-060 with drug product manufactured at our Amsterdam facility. We intend to manufacture AMT-061 for our future clinical studies at our Lexington facility using a scaled-up and modified process. We will need to demonstrate comparability between AMT-061, manufactured at our Lexington facility and AMS-060, manufactured at our Amsterdam, facility to support regulatory approval to commence our Phase III clinical trial.

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It is also possible that the applicable regulatory authorities may ultimately not agree with the design or conduct of our comparability, clinical, pre-clinical or non-clinical studies, or with our chemistry, manufacturing, and control development work. The applicable regulatory authorities may also find that the outcome of the foregoing does not support the submission or approval of a marketing application. We are planning to have additional interactions with FDA and the EMA, during which we may receive additional comments, guidance, and recommendations. The approach required by the applicable regulatory authorities, may, however, change in the future due to a variety of reasons, including changes in regulatory policy, the outcome of our studies and continuing development, and how our studies and continuing development efforts are ultimately conducted.

Any of the above could delay the submission of a marketing application, or regulatory authorities may not approve or may require material restrictions on any approvals that are received. Any of the foregoing would materially harm our commercial prospects.

We cannot predict when or if we will obtain marketing approval to commercialize a product candidate *candidate.

The development and commercialization of our product candidates, including their design, testing, manufacture, safety, efficacy, purity, recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and other regulatory agencies in the United States, the EMA and other regulatory agencies of the member states of the European Union, and similar regulatory authorities in other jurisdictions. Failure to obtain marketing approval for a product candidate in a specific jurisdiction will prevent us from commercializing the product candidate in that jurisdiction.

The process of obtaining marketing approval for our product candidates in the United States, the European Union, ~~the United States~~ and other countries is expensive and may take many years, if approval is obtained at all. Changes in marketing approval policies during the development period, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. Regulatory authorities have substantial discretion in the approval process and may refuse to accept any application, may decide that our data are insufficient for approval, may require additional preclinical, clinical or other studies and may not complete their review in a timely manner. Further, any marketing approval we ultimately obtain may be for only limited indications or be subject to stringent labeling or other restrictions or post-approval commitments that render the approved product not commercially viable.

If we experience delays in obtaining marketing approval offor any of our product candidates in the United States, the European Union, or other countries, the commercial prospects of our other product candidates may be harmed and our ability to generate revenues will be materially impaired.

The risks associated with the marketing approval process are heightened by the status of our products as gene therapies.

We believe that all our current product candidates will be viewed as gene therapy products by the applicable regulatory authorities. ~~Gene therapies~~While there are ~~relatively new treatments for which~~a number of gene therapy product candidates under development, in the United States, FDA has only approved a limited number of gene therapy products, to date. Accordingly, regulators, ~~do not~~like FDA, may have ~~extensive~~limited experience ~~or standard~~with the review and approval ~~processes. The FDA unlike the EMA, does not have an exceptional circumstances approval pathway.~~of marketing applications for gene therapy products.

Both the FDA and EMA have demonstrated caution in their regulation of gene therapy treatments, and ethical and legal concerns about gene therapy and genetic testing may result in additional regulations or restrictions on the development and commercialization of our product candidates that are difficult to predict. The FDA and the EMA have issued various guidance documents pertaining to gene therapy products, with which we likely must comply to gain regulatory approval of any of our product candidates in the United States or European Union, respectively. The close regulatory scrutiny of gene therapy products may result in delays and increased costs and may ultimately lead to the failure to obtain approval for any gene therapy product.

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Regulatory requirements affecting gene therapy have changed frequently and ~~may~~ continue to ~~change,~~evolve, and agencies at both the U.S. federal and state level, as well as congressional committees and foreign governments, have sometimes expressed interest in further regulating biotechnology. ~~For~~In the United States, there have been a number of recent changes relating to gene therapy development. By example, FDA issued a number of new guidance documents on human gene therapy development, one of which was specific to human gene therapy for hemophilia and another of which was specific to rare diseases. Moreover, the U.S. National Institutes of Health, which also has authority over research involving gene therapy products, issued a proposed rule in October 2018, seeking to streamline the oversight of such protocols and reduce duplicative reporting requirements that are already captured within existing regulatory frameworks. Moreover, the European Commission conducted a public consultation in early 2013 on the application of EU legislation that governs advanced therapy medicinal products, including gene therapy products, which could result in changes in the data we need to submit to the EMA for our product candidates to gain regulatory approval or change the requirements for tracking, handling and distribution of the products which may be associated with increased costs. In addition, divergent scientific opinions among the various bodies involved

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in the review process may result in delays, require additional resources and ultimately result in rejection. The FDA, EMA, and other regulatory authorities will likely continue to revise and further update its approach to gene therapies in the coming years. These regulatory agencies, committees and advisory groups and the new regulations and guidelines they promulgate may lengthen the regulatory review process, require us to perform additional studies, increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of our product candidates or lead to significant post-approval limitations or restrictions. Delay or failure to obtain, or unexpected costs in obtaining, the regulatory approval necessary to bring a potential product to market could decrease our ability to generate sufficient product revenues to maintain our business.

Our failure to obtain or maintain orphan product exclusivity for any of our product candidates for which we seek this status could limit our commercial opportunity, and if our competitors are able to obtain orphan product exclusivity before we do, we may not be able to obtain approval for our competing products for a significant period.

Regulatory authorities in some jurisdictions, including the ~~European Union~~United States and the ~~United States,~~European Union, may designate drugs for relatively small patient populations as orphan drugs. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the relevant indication, the product is entitled to a period of market exclusivity, which precludes the ~~EMA~~FDA or ~~FDA~~EMA from approving another marketing application for the same drug for the same indication for that period. The FDA and EMA, however, may subsequently approve a similar drug for the same indication during the first product's market exclusivity if the FDA or EMA concludes that the later drug is clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care.

Orphan drug exclusivity may be lost if the ~~EMA~~FDA or ~~FDA~~EMA determines that the request for designation was materially defective, or if the manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition or if the incidence and prevalence of patients who are eligible to receive the drug in these markets materially increase. The inability to obtain or failure to maintain adequate product exclusivity for our product candidates could have a material adverse effect on our business prospects, results of operations and financial conditions.

As appropriate, we intend to seek all available periods of regulatory exclusivity for our product candidates. However, there is no guarantee that we will be granted these periods of regulatory exclusivity or that we will be able to maintain these periods of exclusivity.

The FDA grants product sponsors certain periods of regulatory exclusivity, during which the agency may not approve, and in certain instances, may not accept, certain marketing applications for competing drugs. For example, biologic product sponsors may be eligible for twelve years of exclusivity from the date of approval, seven years of exclusivity for drugs that are designated to be orphan drugs, and/or a six-month period of exclusivity added to any existing exclusivity period or patent life for the submission of FDA requested pediatric data. While we intend to apply for all periods of market exclusivity that we may be eligible for, there is no guarantee that we will receive all such periods of market exclusivity. Additionally, under certain circumstances, the FDA may revoke the period of market exclusivity. Thus, there is no guarantee that we will be able to maintain a period of market exclusivity, even if granted. In the case of orphan designation, other benefits, such as tax credits and exemption from user fees may be available. If we are not able to obtain or maintain orphan drug designation or any period of market exclusivity to which we may be entitled, we will be materially harmed, as we will potentially be subject to greater market competition and may lose the benefits associated with programs.

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Risks Related to ~~Our~~ Commercialization

If we ~~or our collaborator~~ are unable to successfully commercialize our product candidates or experience significant delays in doing so, our business will be materially harmed.

Our ability to generate product revenues will depend on the successful development and eventual commercialization of our product candidates. The success of our product candidates will depend on many factors, including:

●

successful completion of preclinical studies and clinical ~~trials;~~

trials, and other work required by regulators;

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receipt and maintenance of marketing approvals from applicable regulatory authorities;

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our ability to timely manufacture sufficient quantities according to required quality specifications;

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obtaining and maintaining patent and trade secret protection and non-patent, orphan drug exclusivity for our product candidates;

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obtaining and maintaining regulatory ~~approval for~~approvals using our manufacturing facility in Lexington, Massachusetts;

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launch and commercialization of our products, if approved, whether alone or in collaboration with others;

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identifying and engaging effective distributors or resellers on acceptable terms in jurisdictions where we plan to utilize third parties for the marketing and sales of our product candidates;

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acceptance of our products, if approved, by patients, the medical community and ~~third party~~third-party payers;

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effectively competing with existing therapies and gene therapies based on safety and efficacy profile;

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achieve ~~value based~~optimal pricing ~~levels~~ based on durability of expression, safety and efficacy;

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obtaining and maintaining healthcare coverage and adequate reimbursement; ~~and~~

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complying with any applicable post-approval requirements and maintaining a continued acceptable overall safety ~~profile.~~

profile; and

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obtaining adequate reimbursement for the total patient population and each subgroup to sustain a viable commercial business model in U.S. and EU markets.

Failure to achieve or implement any of these elements could result in significant delays or an inability to successfully commercialize our product candidates, which could materially harm our business.

The affected populations for our gene therapies may be smaller than we or third parties currently project, which may affect the size of our addressable markets. *

Our projections of the number of people who have the diseases we are seeking to treat, as well as the subset of people with these diseases who have the potential to benefit from treatment with our therapies, are estimates based on our knowledge and understanding of these diseases. The total addressable market opportunities for these therapies will ultimately depend upon many factors, including the diagnosis and treatment criteria included in the final label, if approved for sale in specified indications, acceptance by the medical community, patient consent, patient access and product pricing and reimbursement. ~~For example, after obtaining marketing authorization for Glybera from the EMA in 2013, various national European authorities denied reimbursement under national insurance schemes.~~

Prevalence estimates are frequently based on information and assumptions that are not exact and may not be appropriate, and the methodology is forward-looking and speculative. The use of such data involves risks and uncertainties and is subject to change based on various factors. Our estimates may prove to be incorrect and new studies may change the estimated incidence or prevalence of the diseases we seek to address. The number of patients with the diseases we are targeting may turn out to be lower than expected or may not be otherwise amenable to treatment with our products, reimbursement may not be sufficient to sustain a viable business for all sub populations being studied, or new patients may become increasingly difficult to identify or access, any of which would adversely affect our results of operations and our business.

The addressable ~~market~~markets for AAV-based gene therapies ~~are also~~may be impacted by the prevalence of neutralizing antibodies to the capsids, which are an integral component of our gene therapy constructs. Patients that have pre-existing antibodies to a particular capsid ~~are generally~~may not be eligible for administration of a gene therapy that includes this particular capsid. For example, etranacogene dezaparvovec, our ~~AMT-061~~ gene therapy candidate for hemophilia B patients, incorporates an AAV5 capsid. In our Phase I/II clinical study of AMT-060, we screened patients for ~~preexisting~~pre-existing anti-AAV5 antibodies to determine their eligibility for the trial. Three of the ten patients screened for the study tested positive for anti-AAV5 antibodies on ~~reanalysis,~~reanalysis. However, we did not observe any ill-effects or correlation between the level of anti-AAV5 antibodies and ~~none of the~~clinical outcomes in these three ~~tested positive for certain ill-effects from the AAV-based gene therapy, implying~~patients, suggesting that patients who have ~~neutralizing~~anti-AAV5 antibodies may still be eligible for ~~AAV5-mediated~~AAV5-based gene ~~transfer. However,~~therapies. Since we only have been able to test a limited ~~sample~~number of patients and have limited clinical and pre-clinical data, ~~and~~ it is possible that future clinical studies may not confirm these results. This may limit the addressable market for ~~AMT-061~~etranacogene dezaparvovec and any future revenues derived from the sale of the ~~product.~~product, if approved.

Any approved gene therapy we seek to offer may fail to achieve the degree of market acceptance by physicians, patients, third party payers and others in the medical community necessary for commercial success.

Doctors may be reluctant to accept a gene therapy as a treatment option or, where available, choose to continue to rely on existing ~~symptomatic~~ treatments. The degree of market acceptance of any of our product candidates that receive marketing approval in the future will depend on many factors, including:

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the efficacy and potential advantages of our therapies compared with alternative treatments;

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our ability to convince payers of the long-term cost-effectiveness of our therapies and, consequently, the availability of ~~third party~~third-party coverage and adequate reimbursement;

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the cost of treatment with gene therapies, including ours, in comparison to traditional chemical and small-molecule treatments;

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the limitations on use and label requirements imposed by regulators;

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the convenience and ease of administration of our gene therapies compared with alternative treatments;

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the willingness of the target patient population to try new therapies, especially a gene therapy, and of physicians to administer these therapies;

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the strength of marketing and distribution support;

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the prevalence and severity of any side effects;

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limited access to site of service that can perform the product preparation and administer the infusion; and

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any restrictions by regulators on the use of our products.

A failure to gain market acceptance for any of the above reasons, or any reasons at all, by a gene therapy for which we receive regulatory approval would likely hinder our ability to recapture our substantial investments in that and other gene therapies and could have a material adverse effect on our business, financial condition and results of operation.

If we are unable to expand our commercialization capabilities or enter into agreements with third parties to market and sell any of our product candidates for which we obtain marketing approval, we may be unable to generate any product revenue.

To successfully commercialize any products that may result from our development programs, we need to continue to expand our commercialization capabilities, either on our own or with others. The development of our own market development effort is, and will continue to be, expensive and time-consuming and could delay any product launch. Moreover, we cannot be certain that we will be able to successfully develop this capability.

We may enter into collaborations regarding our other product candidates with other entities to utilize their established marketing and distribution capabilities, but we may be unable to enter into such agreements on favorable terms, if at all. If any current or future collaborators do not commit sufficient resources to commercialize our products, or we are unable to develop the necessary capabilities on our own, we will be unable to generate sufficient product revenue to sustain our business. We compete with many companies that currently have extensive, experienced and well-funded medical affairs, marketing and sales operations to recruit, hire, train and retain marketing and sales personnel. We also may face competition in any search for third parties to assist us with the sales and marketing efforts of our product candidates. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

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If the market opportunities for our product candidates are smaller than we believe they are, our product revenues may be adversely affected, and our business may suffer.

We focus our research and product development on treatments for severe genetic and orphan diseases. Our understanding of both the number of people who have these diseases, as well as the subset of people with these diseases who have the potential to benefit from treatment with our product candidates, are based on estimates. These estimates may prove to be incorrect and new studies may reduce the estimated incidence or prevalence of these diseases. The number of patients in the United States, the EU and elsewhere may turn out to be lower than expected, may not be otherwise amenable to treatment with our products or patients may become increasingly difficult to identify and access, all of which would adversely affect our business, financial condition, results of operations and prospects.

Further, there are several factors that could contribute to making the actual number of patients who receive other potential products less than the potentially addressable market. These include the lack of widespread availability of, and limited reimbursement for, new therapies in many underdeveloped markets. Further, the severity of the progression of a disease up to the time of treatment, especially in certain degenerative conditions, could diminish the therapeutic benefit conferred by a gene therapy. Lastly, certain patients’ immune systems might prohibit the successful delivery of certain gene therapy products to the target tissue, thereby limiting the treatment outcomes.

Our gene therapy approach utilizes vectors derived from viruses, which may be perceived as unsafe or may result in unforeseen adverse events. Negative public opinion and increased regulatory scrutiny of gene therapy may damage public perception of the safety of our product and product candidates and adversely affect our ability to conduct our business or obtain regulatory approvals for our product candidates.

Gene therapy remains a novel technology. Public perception may be influenced by claims that gene therapy is unsafe, and gene therapy may not gain the acceptance of the public or the medical community. In particular, our success will depend upon physicians who specialize in the treatment of genetic diseases targeted by our product and product candidates, if approved, prescribing treatments that involve the use of our product and product candidates, if approved, in lieu of, or in addition to, existing treatments with which they are familiar and for which greater clinical data may be available. More restrictive government regulations or negative public opinion would have an adverse effect on our business, financial condition, results of operations and prospects and may delay or impair the development and commercialization of our product candidates or demand for any products we may develop. For example, earlier gene therapy trials led to several well-publicized adverse events, including cases of leukemia and death seen in other trials using other vectors. Serious adverse events in our clinical trials, or other clinical trials involving gene therapy products or our competitors’ products, even if not ultimately attributable to the relevant product candidates, and the resulting publicity, could result in increased government regulation, unfavorable public perception, potential regulatory delays in the testing or approval of our product candidates, stricter labeling requirements for those product candidates that are approved and a decrease in demand for any products for which we obtain marketing approval.

Ethical, legal and social issues may reduce demand for any gene therapy products for which we obtain marketing approval.

Prior to receiving certain gene therapies, patients may be required to undergo genetic testing. Genetic testing has raised concerns regarding the appropriate utilization and the confidentiality of information provided by genetic testing. Genetic tests for assessing a person’s likelihood of developing a chronic disease have focused public attention on the need to protect the privacy of genetic information. For example, concerns have been expressed that insurance carriers and employers may use these tests to discriminate on the basis of genetic information, resulting in barriers to the acceptance of genetic tests by consumers. This could lead to governmental authorities restricting genetic testing or calling for limits on or regulating the use of genetic testing, particularly for diseases for which there is no known cure. Any of these scenarios could decrease demand for any products for which we obtain marketing approval.

If we obtain approval to commercialize any of our product candidates outside of the United States, a variety of risks associated with international operations could materially adversely affect our business.

We expect that we will be subject to additional risks in commercializing any of our product candidates outside the United States, including:

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different regulatory requirements for approval of drugs and biologics in foreign countries;

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reduced protection for intellectual property rights;

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unexpected changes in tariffs, trade barriers and regulatory requirements;

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economic weakness, including inflation, or political instability in particular foreign economies and markets;

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compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

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foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;

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workforce uncertainty in countries where labor unrest is more common than in the United States;

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production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

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business interruptions resulting from geopolitical actions, including war and terrorism or natural disasters including earthquakes, typhoons, floods and fires.

We face substantial competition, ~~which~~and others may ~~result in others discovering, developing~~discover, develop or ~~commercializing~~commercialize competing products before or more successfully than we do.

The development and commercialization of new biotechnology and biopharmaceutical products, including gene therapies, is highly competitive. We may face intense competition with respect to our product candidates, as well as with respect to any product candidates that we may seek to develop or commercialize in the future, from large and specialty pharmaceutical companies and biotechnology companies worldwide, who currently market and sell products or are pursuing the development of products for the treatment of many of the disease indications for which we are developing our product candidates. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization. In recent years, there has been a significant increase in commercial and scientific interest and financial investment in gene therapy as a therapeutic approach, which has intensified the competition in this area.

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We are aware of numerous companies focused on developing gene therapies in various indications, including ~~AGTC,~~Applied Genetic Technologies Corp., Abeona Therapeutics, Adverum Biotechnologies, Allergan, Ally Therapeutics, Asklepios BioPharmaceutical, ~~Audentes Therapeutics, AveXis,~~Astellas, AVROBIO, Axovant Gene Therapies, Bayer, Biogen, BioMarin, ~~Bioveratiy,~~ bluebird bio, ~~Dimension~~CRISPR Therapeutics, ~~Errant Gene Therapeutics,~~Editas Medicine, Expression Therapeutics, Freeline Therapeutics, Generation Bio, Genethon, ~~Genzyme,~~ GlaxoSmithKline, Homology Medicines, Intellia Therapeutics, Johnson & Johnson, Krystal Biotech, LogicBio Therapeutics, Lysogene, ~~Megenics,~~MeiraGTx, Milo Biotechnology, Mustang Bio, Novartis, Orchard Therapeutics, ~~Nightstarx,~~Oxford Biomedica, Pfizer, REGENXBIO, Renova Therapeutics, ~~Retrosense~~Roche, Rocket Pharmaceuticals, Sangamo Therapeutics, ~~Sangamo BioSciences, Shire,~~Sanofi, Selecta Biosciences, Sarepta Therapeutics, Solid Biosciences, ~~Spark~~Takeda, Ultragenyx, Vivet Therapeutics, ~~Takara,~~ and Voyager Therapeutics, as well as several companies addressing other methods for modifying genes and regulating gene expression. We may also face competition with respect to the treatment of some of the diseases that we are seeking to target with our gene therapies from protein, nucleic acid, antisense, RNAi and other pharmaceuticals under development or commercialized at pharmaceutical and biotechnology companies such as Alnylam Pharmaceuticals, Amgen, Bayer, Biogen, BioMarin, ~~Genzyme,~~CSL Behring, Dicerna Pharmaceuticals, Ionis Pharmaceuticals, Novartis, Novo Nordisk, Pfizer, ~~Shire,~~Translate Bio, Roche, Sanofi, Sobi, Takeda, WaVe Life Sciences, and numerous other pharmaceutical and biotechnology firms.

Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than the products that we develop. Our competitors also may obtain FDA, EMA or other regulatory approval for their products more rapidly than we do, which could result in our competitors establishing a strong market position before we are able to enter the market. Because we expect that gene therapy patients may generally require only a single administration, we believe that the first gene therapy product to enter the market for a particular indication will likely enjoy a significant commercial advantage and may also obtain market exclusivity under applicable orphan drug regimes.

Many of the companies with which we are competing or may compete in the future have significantly greater financial resources and expertise than we do in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in more resources being concentrated among a smaller number of our competitors. Smaller and other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

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If we do not achieve our projected development goals in the timeframes we announce and expect, the commercialization of our product candidates may be delayed and, as a result, our stock price may decline.

For planning purposes, we estimate the timing of the accomplishment of various scientific, clinical, regulatory and other product development goals, or development milestones. These development milestones may include the commencement or completion of scientific studies, clinical trials, the submission of regulatory filings, and approval for commercial sale. From time to time, we publicly announce the expected timing of some of these milestones. All of these milestones are based on a variety of assumptions. The actual timing of these milestones can vary dramatically compared to our estimates, in many cases for reasons beyond our control. If we do not meet these milestones, including those that are publicly announced, the commercialization of our products may be delayed and, as a result, our stock price may decline.

Risks Related to Our Dependence on Third Parties

Our ongoing discussions with BMS to restructure or amend the terms of our collaboration may not be successful or may result in material changes to these arrangements.

The research term of our collaboration and license agreement with BMS expired in May 2019, and we are currently in discussions with BMS potentially to restructure or amend that agreement and the other related agreements to eliminate, reduce or alter our obligations under the collaboration. Our discussions are ongoing and may or may not result in any restructuring or changes to our collaboration. If a restructuring of our collaboration with BMS ~~is not successful~~were to be concluded, we expect it would result in a termination or ~~if BMS designates~~amendment of existing agreements, or ~~develops fewer~~the execution of new agreements that collectively could include changes in the number of future collaboration targets ~~than permitted under our collaboration agreement, our development plans, financial position and opportunities for growth~~that may be adversely affected. *

~~To earn all~~designated by BMS, the exclusivity provisions related to collaboration targets, our obligations to provide manufacturing services for collaboration targets, as well as changes in or the elimination of our economic rights on collaboration targets, milestone payments, and ~~royalties potentially due under~~BMS’s warrants to purchase our ~~collaboration with BMS,~~ordinary shares, among other potential matters. Any such restructuring, if concluded, may include additional or different provisions from those described above, and may include economic or other terms that are less advantageous for us.

Because the outcome of these discussions is unknown, we have not taken into account the impact of such restructuring, if any, on the timing of recognizing prepaid license revenue, or any other potential financial metrics, in our consolidated financial statements. We will account for any potential changes if and when the agreements are dependent on BMS electing to designate and actively pursue target indications covered by the collaboration and our achievement of all development, clinical and regulatory milestones under the collaboration. If BMS designatesrestructured or actively pursues fewer development targets, utilizes contract research organizations, instead of our organization, to conduct non-clinical and pre-clinical studies, or if we fail to achieve a significant number of the applicable milestones, the total payments we receive under this collaboration may be materially lower than are potentially payable.amended.

We rely on third parties for important aspects of our development programs. If these parties do not perform successfully or if we are unable to ~~maintain any of our collaboration arrangements, or~~ enter into ~~new collaborations,~~or maintain key collaboration or other contractual arrangements, our business could be adversely affected.

We have in the past entered into, and expect in the future to enter into, collaborations with other companies and academic research institutions with respect to important elements of our ~~commercial and~~ development programs. ~~For example, we have a~~

Any collaboration, ~~agreement with BMS for the development and commercialization of gene therapies for cardiovascular and potentially other diseases.~~

~~Our existing collaboration, and any future collaborations we enter,~~ may pose several risks, including the following:

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collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

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we ~~generally~~may have limited or no control over the design or conduct of clinical trials sponsored by ~~our current~~ collaborators;

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we may be hampered from entering into collaboration arrangements if we are unable to obtain consent ~~form~~from our ~~licensor~~licensors to enter into sublicensing arrangements of technology we have ~~licensed from such licensors;~~

in-licensed;

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if ~~our collaborators do~~any collaborator does not conduct the clinical trials they sponsor in accordance with regulatory requirements or stated protocols, we will not be able to rely on the data produced in such trials in our further development efforts;

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collaborators may not perform their obligations as expected;

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collaborators may also have relationships with other entities, some of which may be our competitors;

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collaborators may not pursue development and commercialization of any product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborators' strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

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collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

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collaborators could develop, independently or with third parties, products that compete directly or indirectly with our products or product candidates, if, for instance, the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

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our collaboration arrangements may impose restrictions on our ability to undertake other development efforts that may appear to be attractive to us;

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product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

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a collaborator with marketing and distribution rights that achieves regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;

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disagreements with collaborators, including over proprietary rights, contract interpretation or the preferred course of development, could cause delays or termination of the research, development or commercialization of product candidates, lead to additional responsibilities for us, delay or impede reimbursement of certain expenses or result in litigation or arbitration, any of which would be time-consuming and expensive;

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collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our rights or expose us to potential litigation;

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collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; and

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collaborations may in some cases be terminated for the convenience of the collaborator and, if terminated, we could be required to expend additional funds to pursue further development or commercialization of the applicable product or product candidates.

If ~~our collaborations do~~any collaboration does not result in the successful development and commercialization of products or if ~~one of our collaborators terminates its~~a collaborator were to terminate an agreement with us, we may not receive future research funding or milestone or royalty payments under ~~the~~that collaboration, and we may lose access to important technologies and capabilities of the collaboration. All the risks relating to product development, regulatory approval and commercialization described herein also apply to the activities of ~~our~~any development collaborators.

Risks Related to Our Intellectual Property

We rely on licenses of intellectual property from third parties, and such licenses may not provide adequate rights or may not be available in the future on commercially reasonable terms or at all, and our licensors may be unable to obtain and maintain patent protection for the technology or products that we license from them.

We currently are heavily reliant upon licenses of proprietary technology from third parties that is important or necessary to the development of our technology and products, including technology related to our manufacturing process, our vector platform, our gene cassettes and the therapeutic genes of interest we are using. These and other licenses may not provide adequate rights to use such technology in all relevant fields of use. Licenses to additional ~~third party~~third-party technology that may be required for our development programs may not be available in the future or may not be available on commercially reasonable terms, which could have a material adverse effect on our business and financial condition.

In some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology that we license from third parties. In addition, some of our agreements with our licensors require us to obtain consent from the licensor before we can enforce patent rights, and our licensor may withhold such consent or may not provide it on a timely basis. Therefore, we cannot be certain that these patents and applications will be prosecuted and enforced in a manner consistent with the best interests of our business. In addition, if third parties who license patents to us fail to maintain such patents, or lose rights to those patents, the rights we have licensed may be reduced or eliminated.

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Our intellectual property licenses with third parties may be subject to disagreements over contract interpretation, which could narrow the scope of our rights to the relevant intellectual property or technology or increase our financial or other obligations to our licensors.

The agreements under which we license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business and financial condition.

If we fail to comply with our obligations in our intellectual property licenses with third parties, we could lose rights that are important to our business.

We in-license intellectual property from third parties that is material to our product candidates, including technology related to our manufacturing process, our vector platform, and the therapeutic genes and gene cassettes we are using. Our licensing arrangements with third parties may impose diligence, development and commercialization timelines, milestone payment, royalty, insurance and other obligations on us. If we fail to comply with these obligations, our counterparties may have the right to terminate these agreements either in part or in whole, in which case we might not be able to develop, manufacture or market any product that is covered by these agreements or may face other penalties under the agreements. Such an occurrence could materially adversely affect the value of the product candidate being developed under any such agreement. Termination of these agreements or reduction or elimination of our rights under these agreements may result in our having to negotiate new or amended agreements with less favorable terms or cause us to lose our rights under these agreements, including our rights to important intellectual property or technology.

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If we are unable to obtain and maintain patent protection for our technology and products, or if the scope of the patent protection is not sufficiently broad, our ability to successfully commercialize our products may be impaired.

We rely, in part, upon a combination of forms of intellectual property, including in-licensed and owned patents ~~trade secret protection and confidentiality agreements~~ to protect our intellectual property. Our success depends in a large part on our ability to obtain and maintain this protection in the United States, the European Union, ~~the United States~~ and other countries, in part by filing patent applications related to our novel technologies and product candidates. Our patents may not provide us with any meaningful commercial protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. For example, patents we own currently are and may become subject to future patent opposition or similar proceedings, which may result in loss of scope of some claims or the entire patent. Our competitors may be able to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

Successful challenges to our patents may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and products.

The patent prosecution process is expensive, time-consuming and uncertain, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Additionally, given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

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The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. For example, EU patent law with respect to the patentability of methods of treatment of the human body is more limited than U.S. law. Publications of discoveries in the scientific literature often lag the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after their priority date, or in some cases at all. Therefore, we cannot know with certainty whether we were the first to make the inventions or that we were the first to file for patent protection of the inventions claimed in our owned or licensed patents or pending patent applications. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may not result in patents being issued that protect our technology or products, in whole or in part, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the European Union, the United States or other countries may diminish the value of our patents or narrow the scope of our patent protection. Our inability to obtain and maintain appropriate patent protection for any one of our products could have a material adverse effect on our business, financial conditions and results of operations.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, or third parties may assert their intellectual property rights against us, which could be expensive, time consuming and unsuccessful.

Competitors may infringe our owned or licensed patents or other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated, maintained in more narrowly amended form or interpreted narrowly.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, increase our operating losses, reduce available resources and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, which could have an adverse effect on the price of our ordinary shares.

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Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business. For example, outside of the United States two of the patents we own are subject to patent opposition. If these or future oppositions are successful or if we are found to otherwise infringe a third party's intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our products and technology. We may not be able to obtain the required license on commercially reasonable terms or at all. Even if we could obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product or otherwise to cease using the relevant intellectual property. In addition, we could be found liable for monetary damages, including treble damages and attorneys' fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease or materially modify some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

For example, we are aware of patents owned by third parties that relate to some aspects of our programs that are still in development. In some cases, because we have not determined the final methods of manufacture, the method of administration or the therapeutic compositions for these programs, we cannot determine whether rights under such ~~third party~~third-party patents will be needed. In addition, in some cases, we believe that the claims of these patents are invalid or not infringed or will expire before commercialization. However, if such patents are needed and found to be valid and infringed, we could be required to obtain licenses, which might not be available on commercially reasonable terms, or to cease or delay commercializing certain product candidates, or to change our programs to avoid infringement.

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If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be adversely affected.

In addition to seeking patent protection, we also rely on other proprietary rights, including protection of trade secrets, know-how and confidential and proprietary information. To maintain the confidentiality of our trade secrets and proprietary information, we enter into confidentiality agreements with our employees, consultants, collaborators and other third parties who have access to our trade secrets. Our agreements with employees also provide that any inventions conceived by the individual in the course of rendering services to us will be our exclusive property. However, we may not obtain these agreements in all circumstances, and individuals with whom we have these agreements may not comply with their terms. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. In addition, in the event of unauthorized use or disclosure of our trade secrets or proprietary information, these agreements, even if obtained, may not provide meaningful protection, particularly for our trade secrets or other confidential information. To the extent that our employees, consultants or contractors use technology or know-how owned by third parties in their work for us, disputes may arise between us and those third parties as to the rights in related inventions.

Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information including a breach of our confidentiality agreements. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time consuming, and the outcome is unpredictable. In addition, some courts in and outside of the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. The disclosure of our trade secrets or the independent development of our trade secrets by a competitor or other third party would impair our competitive position and may materially harm our business, financial condition, results of operations, stock price and prospects.

Our reliance on third parties may require us to share our trade secrets, which could increase the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

Because we collaborate from time to time with various organizations and academic research institutions on the advancement of our gene therapy platform, we must, at times, share trade secrets with them. We seek to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, materials transfer agreements, collaborative research agreements, consulting agreements or other similar agreements with our collaborators, advisors and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, such as trade secrets. Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor's discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have a material adverse effect on our business.

In addition, these agreements typically restrict the ability of our collaborators, advisors and consultants to publish data potentially relating to our trade secrets. Our academic collaborators typically have rights to publish data, if we are notified in advance and may delay publication for a specified time in order to secure our intellectual property rights arising from the collaboration. In other cases, publication rights are controlled exclusively by us, although in some cases we may share these rights with other parties. We also conduct joint research and development programs that may require us to share trade secrets under the terms of our research and development partnerships or similar agreements.

Some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us.

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Risks Related to Pricing and Reimbursement

We face uncertainty related to insurance coverage of, and pricing and reimbursement for product candidates for which we may receive marketing approval.

We anticipate that the cost of treatment using our product candidates will be significant. We expect that most patients and their families will not be capable of paying for our products themselves. There will be no commercially viable market for our product candidates without reimbursement from third party payers, such as government health administration authorities, private health insurers and other organizations. Even if there is a commercially viable market, if the level of ~~third party~~third-party reimbursement is below our expectations, most patients may not be able to afford treatment with our products and our revenues and gross margins will be adversely affected, and our business will be harmed.

Government authorities and other ~~third party~~third-party payers, such as private health insurers and health maintenance organizations, decide for which medications they will pay ~~for~~ and, subsequently, establish reimbursement levels. Reimbursement systems vary significantly by country and by region, and reimbursement approvals must be obtained on a country-by-country basis. Government authorities and ~~third party~~third-party payers have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications and procedures. Increasingly, third party payers require drug companies to provide them with predetermined discounts from list prices, are exerting influence on decisions regarding the use of particular treatments and are limiting covered indications. Additionally, in the United States and some foreign jurisdictions, pending or potential legislative and regulatory changes regarding the healthcare system and insurance coverage, ~~particularly considering the new U.S. presidential administration,~~ could result in more rigorous coverage criteria and downward pressure on drug prices, and may affect our ability to profitably sell any products for which we obtain marketing approval.

The pricing review period and pricing negotiations for new medicines take considerable time and have uncertain results. Pricing review and negotiation usually begins only after the receipt of regulatory marketing approval, and some authorities require approval of the sale price of a product before it can be marketed. In some markets, particularly the countries of the European Union, prescription pharmaceutical pricing remains subject to continuing direct governmental control and to drug reimbursement programs even after initial approval is granted and price reductions may be imposed. Prices of medical products may also be subject to varying price control mechanisms or limitations as part of national health systems if products are considered not cost-effective or where a drug company's profits are deemed excessive. In addition, pricing and reimbursement decisions in certain countries can lead to mandatory price reductions or additional reimbursement restrictions in other countries. Because of these restrictions, any product candidates for which we may obtain marketing approval may be subject to price regulations that delay or prohibit our or our partners' commercial launch of the product in a particular jurisdiction. In addition, we or ~~our collaborators~~any collaborator may elect to reduce the price of our products to increase the likelihood of obtaining reimbursement approvals. If countries impose prices, which are not sufficient to allow us or ~~our collaborators~~any collaborator to generate a profit, we or ~~our collaborators~~any collaborator may refuse to launch the product in such countries or withdraw the product from the market. If pricing is set at unsatisfactory levels, or if the price decreases, our business could be harmed, possibly materially. If we fail to obtain and sustain an adequate level of coverage and reimbursement for our products by third party payers, our ability to market and sell our products would be adversely affected and our business would be harmed.

Due to the generally limited addressable market for our target orphan indications and the potential for our therapies to offer therapeutic benefit in a single administration, we face uncertainty related to pricing and reimbursement for these product candidates. *

The relatively small market size for orphan indications and the potential for long-term therapeutic benefit from a single administration present challenges to pricing review and negotiation of our product candidates for which we may obtain marketing authorization. Most of our product candidates target rare diseases with relatively small patient populations. If we are unable to obtain adequate levels of reimbursement relative to these small markets, our ability to support our development and commercial infrastructure and to successfully market and sell our product candidates for which we may obtain marketing approval will be adversely affected.

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We also anticipate that many or all of our gene therapy product candidates may provide long-term, and potentially curative benefit, with a single administration. This is a different paradigm than that of other pharmaceutical therapies, which often require an extended course of treatment or frequent administration. As a result, governments and other payers may be reluctant to provide the significant level of reimbursement that we seek at the time of administration of our gene therapies or may seek to tie reimbursement to clinical evidence of continuing therapeutic benefit over time. Although it is possible that our product candidates will need to be administered only once, there may be situations in which re-administration is required, which may further complicate the pricing and reimbursement for these treatments. In addition, considering the anticipated cost of these therapies, governments and other payers may be particularly restrictive in making coverage decisions. These factors could limit our commercial success and materially harm our business.

Risks Related to Our Financial Position and Need for Additional Capital

We have incurred significant losses to date, expect to incur losses over the next several years and may never achieve or maintain profitability.*

We had a net loss of ~~$51.8~~$28.0 million in the ~~nine~~three months ended ~~September 30, 2017, $73.4~~March 31, 2020, $124.2 million in the full year ~~2016~~2019 and ~~$82.1~~$83.3 million in ~~2015.~~the full year 2018. As of ~~September 30, 2017,~~March 31, 2020, we had an accumulated deficit of ~~$447.8~~$687.7 million. To date, we have financed our operations primarily through the sale of equity securities and convertible debt, venture loans, through upfront payments from our collaboration partners and, to a lesser extent, subsidies and grants from governmental agencies and fees for services. We have devoted substantially all our financial resources and efforts to research and development, including preclinical studies and clinical trials. ~~A significant portion of potential consideration under our agreement with BMS is contingent on achieving research, development, regulatory and sales milestones.~~ We expect to continue to incur significant expenses and losses over the next several years, and our net losses may fluctuate significantly from quarter to quarter and year to year.

We anticipate that our expenses will increase substantially as we:

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~~prepare for a pivotal study for AMT-061,~~Build-out our ~~gene therapy candidate in hemophilia B~~;

~~advance the preclinical development~~commercial infrastructure and ~~initiate a clinical study for AMT-130, our product candidate in Huntington’s disease;~~

~~progress research programs of additional product candidates targeting liver-directed, CNS and cardiovascular disorders;~~

~~conduct any additional trials or tests beyond those originally anticipated to confirm the safety or efficacy of our product candidates;~~

seek marketing approval for any product candidates (including etranacogene dezaparvovec) that successfully complete clinical trials;

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Advance the clinical development of AMT-130, our Huntington’s disease gene therapy program;

~~acquire~~●

Continue to build-out our clinical, medical and regulatory capabilities;

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Advance multiple research programs related to gene therapy candidates targeting liver-directed and CNS diseases;

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Continue to expand, enhance and optimize our technology platform, including our manufacturing capabilities, next-generation viral vectors and promoters, and other enabling technologies;

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Acquire or in-license rights to new therapeutic targets or product candidates;

and

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~~build clinical, medical, regulatory affairs, development and commercial infrastructure in the United States;~~

~~maintain,~~Maintain, expand and protect our intellectual property portfolio, including in-licensing ~~in license~~ additional intellectual property rights from third ~~parties; and~~

parties.

~~incur cost to terminate or retain employees related to restructuring our operations.~~

We ~~and our collaborator~~ may never succeed in these activities and, even if we do, may never generate revenues that are sufficient to achieve or sustain profitability. Our failure to become and remain profitable would depress the value of our company and could impair our ability to expand our business, maintain our research and development efforts, diversify our product offerings or even continue our operations.

We will likely need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain capital when needed may force us to delay, limit or terminate our product development efforts or other operations which could have a material adverse effect on our business, financial conditions, results of operations and cash flows. *

We expect to incur significant expenses in connection with our on-going activities and that we will likely need to obtain substantial additional funding in connection with our continuing operations. In addition, we have based our estimate of our financing requirements on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect.

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Adequate capital may not be available to us when needed or may not be available on acceptable terms. Our ability to obtain debt financing may be limited by covenants we have made under our Second Amended and Restated Loan and Security Agreement (as amended, the “2018 Amended Facility”) with Hercules Technology Growth Capital, Inc. (“Hercules”) and our pledge to Hercules of substantially all our assets as collateral. If we raise additional capital through the sale of equity or convertible debt securities, our shareholders' ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our ordinary shares.

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If we raise additional funds through collaborations, strategic alliances, or marketing, distribution or licensing arrangements with third parties, we may have to issue additional equity, relinquish valuable rights to our technologies, future revenue streams, products or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialization efforts, which would have a negative impact on our financial condition, results of operations and cash flows. ~~If our collaboration with BMS is not successful, our development plans, financial position and opportunities for growth may be adversely affected.~~

The issuance of additional sales of our ordinary shares, or the perception that such issuances may occur, including through our “at the market” offering, could cause the market price of our ordinary shares to fall.

We have entered into the Sales Agreement with Leerink for the offer and sale of up to 5 million ordinary shares from time to time through Leerink, as our sales agent, pursuant to a prospectus supplement to the base prospectus dated May 15, 2017. Leerink is not required to sell any specific number or dollar amount of our ordinary shares, but will use its reasonable efforts, as our agent and subject to the terms of the Sales Agreement, to sell that number of shares upon our request. Sales of the ordinary shares, if any, may be made by any means permitted by law and deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, and will generally be made by means of brokers' transactions on the NASDAQ Global Select Market or otherwise at market prices prevailing at the time of sale, or as otherwise agreed with Leerink.

We may terminate the Sales Agreement at any time. For the three months ended September 30, 2017, we did not sell any ordinary shares under our “at the market” (“ATM”) program. Whether we choose to terminate the Sales Agreement or affect future sales under our ATM program will depend upon a variety of factors, including, among others, market conditions and the trading price of our ordinary shares relative to other sources of capital. The issuance from time to time of these new ordinary shares through our ATM program or in any other equity offering, or the perception that such sales may occur, could have the effect of depressing the market price of our ordinary shares.

~~Our issuance of ordinary shares under our ATM program may be dilutive, and there may be future dilution of our ordinary shares.~~

After giving effect to the issuance of ordinary shares under our ATM offering program and the receipt of the expected net proceeds and the use of those proceeds, there may be a dilutive effect on our estimated earnings per share and funds from operations per share in years during which an offering is ongoing. The actual amount of potential dilution cannot be determined at this time and will be based on numerous factors. The market price of our ordinary shares could decline because of issuances of a large number of shares of our ordinary shares after this offering or the perception that such issuances could occur.

~~Our management will have broad discretion with respect to the use of the proceeds resulting from the issuance of ordinary shares under our ATM program.~~

Our management has significant flexibility in applying the net proceeds we expect to receive from the issuance of ordinary shares under our ATM program. We intend to use the net proceeds from this offering for general corporate purposes, which may include ~~capital expenditures, working capital and general and administrative expenses~~. However, because the net proceeds are not required to be allocated to any specific investment or transaction, investors cannot determine at the time of issuance the value or propriety of our application of the net proceeds, and investors may not agree with our decisions. In addition, our use of the net proceeds from the offering may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could have an adverse effect on our financial condition, results of operations or the trading price of our ordinary shares.

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Our existing and any future indebtedness could adversely affect our ability to operate our business.

As of ~~September 30, 2017,~~March 31, 2020, we had ~~$20.0~~$35.0 million of outstanding principal of borrowings under ~~our Loan and Security Agreement with Hercules,~~the 2018 Amended Facility, which we are required to repay in monthly principal installments from ~~December 2018~~January 2022 through ~~May 2020.~~June 2023. We could in the future incur additional debt obligations beyond our borrowings from Hercules. Our existing loan obligations, together with other similar obligations that we may incur in the future, could have significant adverse consequences, including:

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requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, research and development and other general corporate purposes;

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increasing our vulnerability to adverse changes in general economic, industry and market conditions;

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subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

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placing us at a disadvantage compared to our competitors that have less debt or better debt servicing options.

We may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under our existing loan obligations. Failure to make payments or comply with other covenants under our existing debt could result in an event of default and acceleration of amounts due. Under ~~our agreement with Hercules,~~the 2018 Amended Facility, the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or condition is an event of default. If an event of default occurs and the lender accelerates the amounts due, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all our assets.

Risks Related to Other Legal Compliance Matters

Our relationships with customers and third-party payers will be subject to applicable anti-kickback, anti-bribery, fraud and abuse and other laws and regulations, which, if we are found in violation thereof, could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

Healthcare providers, physicians and third-party payers will play a primary role in the recommendation and prescription of any products for which we obtain marketing approval. Our future arrangements with third party payers and customers may expose us to broadly applicable anti-bribery laws, including the Foreign Corrupt Practices Act, as well as fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we would be able to market, sell and distribute any products for which we obtain marketing approval.

Efforts to ensure that our business arrangements with third parties will comply with applicable laws and regulations will involve substantial costs. If our operations, or the activities of our collaborators, distributors or other third-party agents are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion of products from government funded healthcare programs and the curtailment or restructuring of our operations. The cost associated with any of these actions could be substantial and could cause irreparable harm to our reputation or otherwise have a material adverse effect on our business, financial condition and results of operations.

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We are subject to laws governing data protection in the different jurisdictions in which we operate. The implementation of such data protection regimes is complex, and should we fail to fully comply, we may be subject to penalties that they may have an adverse effect on our business, financial condition and results of operations.

Many national and state laws govern the privacy and security of health information and other personal and private information. They often differ from each other in significant ways. For instance, the EU has adopted a comprehensive data protection law called the General Data Protection Regulation (“GDPR”) that took effect in May 2018. The GDPR, together with the national legislation of the EU member states governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. In particular, these obligations and restrictions concern the consent of the individuals to whom the personal data relates, the information provided to the individuals, the transfer of personal data out of the EU, security breach notifications, security and confidentiality of the personal data, and imposition of substantial potential fines for breaches of the data protection obligations. The GDPR imposes penalties for non-compliance of up to the greater of EUR 20 million or 4% of worldwide revenue. Data protection authorities from the different EU member states may interpret the GDPR and national laws differently and impose additional requirements, which add to the complexity of processing personal data in the EU. Guidance on implementation and compliance practices are often updated or otherwise revised. The significant costs of compliance with, risk of regulatory enforcement actions under, and other burdens imposed by the GDPR as well as under other regulatory schemes throughout the world related to privacy and security of health information and other personal and private data could have an adverse impact on our business, financial condition and results of operations.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business.

We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We cannot eliminate the risk of contamination or injury from these materials. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations.

Although we maintain employer's liability insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials.

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In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Our failure to comply with these laws and regulations also may result in substantial fines, penalties or other ~~sanctions.~~sanctions that could have a material adverse effect on our business, financial condition and results of operations.

Product liability lawsuits could cause us to incur substantial liabilities and to limit commercialization of our therapies.

We face an inherent risk of product liability related to the testing of our product candidates in human clinical trials and in connection with product sales. If we cannot successfully defend ourselves against claims that our product candidates or products caused injuries, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

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decreased demand for any product candidates or products that we develop or sell;

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injury to our reputation and significant negative media attention;

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negative publicity or public opinion surrounding gene therapy;

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withdrawal of clinical trial participants;

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significant costs to defend the related litigation;

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substantial monetary awards to trial participants or patients;

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loss of revenue;

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reduced resources of our management to pursue our business strategy; and

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the inability to further develop or commercialize any products that we develop.

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Dependent upon the country where the clinical trial is conducted, we currently hold ~~a maximum of €6,000,000~~coverages ranging from EUR 500,000 to EUR 6,500,000 per occurrence and ~~minimum of €2,000,000 in~~per clinical ~~trial insurance coverage in the aggregate, with a per incident limit of €450,000 to €1,000,000 with respect to the clinical studies we conduct.~~trial. Such coverage may not be adequate to cover all liabilities that we may incur. We may need to increase our insurance coverage as we expand our clinical trials. In addition, insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. In the event insurance coverage is insufficient to cover liabilities that we may incur, it could have a material adverse effect on our business, financial condition and results of operations.

Healthcare legislative and regulatory reform measures may have a material adverse effect on our financial operations.

Our industry is highly regulated and changes in law may adversely impact our business, operations or financial results. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or the PPACA, is a sweeping measure intended to, among other things, expand healthcare coverage within the United States, primarily through the imposition of health insurance mandates on employers and individuals and expansion of the Medicaid program. Several provisions of the law may affect us and increase certain of our costs.

In addition, other legislative changes have been adopted since the PPACA was enacted. These changes include aggregate reductions in Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, following passage of the Bipartisan Budget Act of 2018, will remain in effect through 2027 unless additional Congressional action is taken. In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, further reduced Medicare payments to several types of providers and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These laws may result in additional reductions in Medicare and other healthcare funding, which could have a material adverse effect on our customers and, accordingly, our financial operations.

We anticipate that the PPACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and an additional downward pressure on the reimbursement our customers may receive for our products. Further, there have been, and there may continue to be, judicial and Congressional challenges to certain aspects of the PPACA. For example, the U.S. Tax Cuts and Jobs Act of 2017 includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the Affordable Care Act on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the "individual mandate". Additional legislative and regulatory changes to the PPACA, its implementing regulations and guidance and its policies, remain possible in the 116th U.S. Congress and under the Trump Administration. However, it remains unclear how any new legislation or regulation might affect the prices we may obtain for any of our product candidates for which regulatory approval is obtained. Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payments from private payers. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our products.

Our internal computer systems, or those of our collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our product development programs.

Our internal computer systems and those of our current and any future collaborators and other contractors or consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. The size and complexity of our information technology systems, and those of our collaborators, contractors and consultants, and the large amounts of confidential information stored on those systems, make such systems vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or from cyber-attacks by malicious third parties. Cyber-attacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. Cyber-attacks could include the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Cyber-attacks also could include phishing attempts or e-mail fraud to cause payments or information to be transmitted to an unintended recipient. The increased number of employees working remotely due to COVID-19 might increase our vulnerability to the above risk.

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While we have not experienced a system failure, accident, cyber-attack or security breach that has resulted in a material interruption in our operations to date, we have experienced and addressed recent system failures, cyber-attacks and security breaches. In the future, such events could result in a material disruption of our development programs and our business operations, whether due to a loss of our trade secrets or other proprietary information or other similar disruptions. Additionally, any such event that leads to unauthorized access, use or disclosure of personal information, including personal information regarding our patients or employees, could harm our reputation, cause us not to comply with federal and/or state breach notification laws and foreign law equivalents and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information. Security breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the type described above. While we have implemented security measures to protect our information technology systems and infrastructure, there can be no assurance that such measures will prevent service interruptions or security breaches that could adversely affect our business and the further development and commercialization of our product and product candidates could be delayed.

Risks Related to Employee Matters and Managing Growth

Our future success depends on our ability to retain key executives and technical staff and to attract, retain and motivate qualified personnel.

We are highly dependent on hiring, training, retaining and motivating key personnel to lead our research and development, clinical operations and manufacturing efforts. Although we have entered into employment agreements with our key personnel, each of them may terminate their employment on short notice. We do not maintain key person insurance for any of our senior management or employees.

The loss of the services of our key employees could impede the achievement of our research and development objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing senior management and key employees may be difficult and may take an extended period because of the limited number of individuals in our industry with the breadth and depth of skills and experience required to successfully develop gene therapy products. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms.

If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

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Risks Related to Our Ordinary Shares

The price of our ordinary shares has been and may in the future be volatile and fluctuate substantially.*

Our share price has been and may in the future be volatile. From the start of trading of our ordinary shares on the ~~NASDAQ~~Nasdaq Global Select Market on February 4, 2014 through ~~October 31, 2017,~~April 27, 2020, the sale price of our ordinary shares ranged from a high of ~~$36.38~~$82.49 to a low of $4.72. The closing price on ~~October 30, 2017,~~April 27, 2020, was ~~$15.42~~$64.06 per ordinary share. The stock market in general and the market for smaller biopharmaceutical companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our ordinary shares may be influenced by many factors, including:

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the success of competitive products or technologies;

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results of clinical trials of our product candidates or those of our competitors;

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public perception of gene therapy;

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regulatory delays and greater government regulation of potential products due to adverse events;

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regulatory or legal developments in the European Union, the United States and other countries;

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developments or disputes concerning patent applications, issued patents or other proprietary rights;

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the recruitment or departure of key personnel;

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the level of expenses related to any of our product candidates or clinical development programs;

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the results of our efforts to discover, develop, acquire or ~~in- license~~in-license additional product candidates or products;

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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

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variations in our financial results or those of companies that are perceived to be similar to us;

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changes in the structure of healthcare payment systems;

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market conditions in the pharmaceutical and biotechnology sectors; ~~and~~

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mergers, acquisitions, licensing and collaboration activity among our peer companies in the pharmaceutical and biotechnology sectors; and

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general economic, industry and market conditions.

An active trading market for our ordinary shares may not be sustained.

Although our ordinary shares are listed on ~~The NASDAQ~~the Nasdaq Global Select Market, an active trading market for our shares may not be sustained. If an active market for our ordinary shares does not continue, it may be difficult for our shareholders to sell their shares without depressing the market price for the shares or sell their shares at all. Any inactive trading market for our ordinary shares may also impair our ability to raise capital to continue to fund our operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our directors, ~~named~~ executive officers and major shareholders, if they choose to act together, will continue to have a significant degree of control with respect to matters submitted to shareholders for approval. *

Our directors, ~~named~~ executive ~~offices~~officers and major shareholders holding more than 5% of our outstanding ordinary shares, in the aggregate, beneficially own approximately ~~31.2%~~46.3% of our issued shares (including such shares to be issued in relation to exercisable options to purchase ordinary shares) as at ~~September 30, 2017.~~March 31, 2020. As a result, if these shareholders were to choose to act together, they may be able, as a practical matter, to control many matters submitted to our shareholders for approval, as well as our management and affairs. For example, these persons, if they choose to act together, could control the election of the board directors and the approval of any merger, consolidation or sale of all or substantially all our assets. These shareholders may have interests that differ from those of other of our shareholders and conflicts of interest may arise.

Provisions of our articles of association or Dutch corporate law might deter acquisition bids for us that might be considered favorable and prevent or frustrate any attempt to replace our board.

Certain provisions of our articles of association may make it more difficult for a third party to acquire control of us or effect a change in our board. These provisions include:

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staggered terms of our directors;

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a provision that our directors may only be removed at a general meeting of shareholders by a two-thirds majority of votes cast representing more than half of the issued share capital of the ~~Company (unless the removal was proposed by the board);~~Company; and

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a requirement that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our board.

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We do not expect to pay dividends in the foreseeable future.

We have not paid any dividends since our incorporation. Even if future operations lead to significant levels of distributable profits, we currently intend that earnings, if any, will be reinvested in our business and that dividends will not be paid until we have an established revenue stream to support continuing dividends. Accordingly, shareholders cannot rely on dividend income from our ordinary shares and any returns on an investment in our ordinary shares will likely depend entirely upon any future appreciation in the price of our ordinary shares.

~~We are an "emerging growth company," and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary shares less attractive to investors.~~

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may remain an emerging growth company for up to five years from our initial public offering. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

~~not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; and~~

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements.

If some investors find our ordinary shares less attractive because of our reliance on these exemptions, trading market for our ordinary shares may be less active and our share price may be more volatile.

~~We ceased to qualify as a foreign private issuer as of January 1, 2017, and therefore must comply with the Exchange Act, which will result in additional legal, accounting and other expenses.~~

Beginning in January 2017, we must comply with the Exchange Act reporting and other requirements applicable to U.S. domestic filers, which are more detailed and extensive than the requirements for foreign private issuers to which we were previously subject. In addition, we are now required to report our financial results under U.S. GAAP, including our historical financial results, which have previously been prepared in accordance with International Financial Reporting Standards (“IFRS”). We have made changes in our corporate governance practices in accordance with various SEC and NASDAQ rules. The transition to U.S. GAAP reporting has required additional expenditures, and the related regulatory, compliance and insurance costs to us may be significantly higher than the costs we incurred as a foreign private issuer.

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If we fail to maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our ordinary shares may be materially and adversely affected.

If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. If we fail to maintain effective internal control over financial reporting, we could experience material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from The ~~NASDAQ~~Nasdaq Global Select Market, regulatory investigations and civil or criminal sanctions. Our reporting and compliance obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

Unfavorable global economic conditions, including those caused by political instability in the United States or by the U.K.’s recent departure from the European Union (“Brexit”), could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Political instability in the United States and surrounding Brexit has the potential to disrupt global economic conditions and supply changes. While we do not believe that our operations will be directly adversely affected materially by Brexit, we may not be able to anticipate the effects Brexit will have on our suppliers and any collaborators. The most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets.

A severe or prolonged economic downturn, such as the most recent global financial crisis, could result in a variety of risks to our business, including weakened demand for our product candidates and our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our services by third-party payers or our collaborators. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Risks for U.S. Holders

We ~~qualify as a passive foreign investment company as of December 31, 2016~~have in the past qualified and in the future may qualify as a passive foreign investment company, ~~in the future,~~ which may result in adverse U.S. federal income tax consequence to U.S. holders.

Based on our average value of our gross assets, our cash and cash equivalents as well as the price of our shares we ~~qualify~~qualified as a passive foreign investment company (“PFIC”) for U.S. federal income tax for ~~2016.~~2016 but not in 2017, 2018 or 2019. A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which at least 75% of its gross income is passive income or on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held to produce passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. Our status in any taxable year will depend on our assets and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will continue to qualify as a PFIC in future taxable years. The market value of our assets may be determined in large part by reference to the market price of our ordinary shares, which is likely to fluctuate, and may fluctuate considerably given that market prices of biotechnology companies have been especially volatile. If we were considered a PFIC for the current taxable year or any future taxable year, a U.S. holder would be required to file annual information returns for such year, whether the U.S. holder disposed of any ordinary shares or received any distributions in respect of ordinary shares during such year. In certain circumstances a U.S. holder may be able to make certain tax elections that would lessen the adverse impact of PFIC status; however, in order to make such elections the U.S. holder will usually have to have been provided information about the company by us, and we do not intend to provide such information.

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The U.S. federal income tax rules relating to PFICs are complex. U.S. holders are urged to consult their tax advisors with respect to the purchase, ownership and disposition of our shares, the possible implications to them of us being treated as a PFIC (including the availability of applicable election, whether making any such election would be advisable in their particular circumstances) as well as the federal, state, local and foreign tax considerations applicable to such holders in connection with the purchase, ownership and disposition of our shares.

Any U.S. or other foreign judgments may be difficult to enforce against us in the Netherlands.

Although we now report as a U.S. domestic filer for SEC reporting purposes, we are incorporated under the laws of the Netherlands. Some of the members of our board and senior management reside outside the United States. As a result, it may not be possible for shareholders to effect service of process within the United States upon such persons or to enforce judgments against them or us in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. In addition, it is not clear whether a Dutch court would impose civil liability on us or any of our Board members in an original action based solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in the Netherlands.

The United States and the Netherlands currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be recognized or enforceable in the Netherlands. To obtain a judgment which is enforceable in the Netherlands, the party in whose favor a final and conclusive judgment of the U.S. court has been rendered will be required to file its claim with a court of competent jurisdiction in the Netherlands. Such party may submit to the Dutch court the final judgment rendered by the U.S. court. If and to the extent that the Dutch court finds that the jurisdiction of the U.S. court has been based on grounds which are internationally acceptable and that proper legal procedures have been observed, the Dutch court will, in principle, give binding effect to the judgment of the U.S. court, unless such judgment contravenes principles of public policy of the Netherlands. Dutch courts may deny the recognition and enforcement of punitive damages or other awards. Moreover, a Dutch court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. Enforcement and recognition of judgments of U.S. courts in the Netherlands are solely governed by the provisions of the Dutch Civil Procedure Code.

~~Table of Contents~~

Therefore U.S. shareholders may not be able to enforce against us or our board members or senior management who are residents of the Netherlands or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

The rights and responsibilities of our shareholders and directors are governed by Dutch law and differ in some important respects from the rights and responsibilities of shareholders under U.S. law.

Although we now report as a U.S. domestic filer for SEC purposes, our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of our shareholders and the responsibilities of members of our board under Dutch law are different than under the laws of some U.S. jurisdictions. In the performance of their duties, our board members are required by Dutch law to consider the interests of uniQure, its shareholders, its employees and other stakeholders and not only those of our ~~shareholders.~~shareholders (as would be required under the law of most U.S. jurisdictions). As a result of these considerations our directors may take action that would be different than those that would be taken by a company organized under the law of some U.S. jurisdictions.

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

Item 6.Exhibits

See the Exhibit Index immediately preceding the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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EXHIBIT INDEX

~~3.1Amended~~3.1 Amended Articles of Association (incorporated by reference to Exhibit ~~1.1~~3.1 of the Company’s annual report on Form 10-K for the year ended December 31, ~~2016~~2018 (file no. 0001-36294) filed with the Securities and Exchange Commission).

~~10.1*Letter agreement dated October 26, 2017 between uniQure N.V. and Matthew Kapusta, amending Mr. Kapusta’s employment agreement dated December 9, 2014, as amended.~~

31.1*Rule 13a-14(a)/15d-14(a) Certification of ~~Principal~~Chief Executive Officer

31.2*Rule 13a-14(a)/15d-14(a) Certification of ~~Principal~~Chief Financial Officer

32.1±Section 1350 Certification ~~of Principal Executive Officer and Principal Financial Officer~~

101*The following financial information from our Quarterly Report on Form 10-Q for the period ended ~~September 30, 2017,~~March 31, 2020, filed with the Securities and Exchange Commission on ~~August 8, 2017~~April 29, 2020, is formatted in Inline Extensible Business Reporting Language (“~~XBRL”~~iXBRL”): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Loss; (iii) Consolidated Statements of Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements (tagged as blocks of text)

104* The cover page from our Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with the Securities and Exchange Commission on April 29, 2020, is formatted in Inline Extensible Business Reporting Language (“iXBRL”)

† Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.

*Filed herewith.

±Furnished ~~herewith~~herewith.

t Indicates a management contract or compensatory plan or arrangement.

6558

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNIQURE, N.V.

~~UNIQURE, N.V.~~

By: /s/ Matthew Kapusta

Matthew Kapusta

Chief Executive Officer

(Principal Executive ~~Officer~~ and ~~Principal~~ Financial Officer)

By: /s/ Christian Klemt

Christian Klemt

Chief Accounting Officer

Dated ~~November 1, 2017~~April 29, 2020

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		Page
	PART I – FINANCIAL INFORMATION

Item 1	Financial Statements	4 2

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25 18

Item 3	Quantitative and Qualitative Disclosures About Market Risk	41 30

Item 4	Controls and Procedures	41
		30

	PART II – OTHER INFORMATION

Item 1	Legal Proceedings	42 31

Item 1A	Risk Factors	42 31

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	64 57

Item 3	Defaults Upon Senior Securities	64 57

Item 4	Mine Safety Disclosures	64 57

Item 5	Other Information	64 57

Item 6	Exhibits	64 57


						Accumulated
				Additional		other				Total
	Ordinary shares			paid-in		comprehensive		Accumulated		shareholders’
	No. of shares	Amount		capital		income/(loss)		deficit		equity
	in thousands, except share and per share amounts
Balance at December 31, 2016	25,257,420	$	1,593	$	464,653	$	(6,557)	$	(396,058)	$	63,631
Loss for the period	—		—		—		—		(51,786)		(51,786)
Other comprehensive income	—		—		—		748		—		748
Exercise of share options	294,929		15		1,021		—		—		1,036
Shares distributed during the period	83,500		4		(4)		—		—		—
Share-based compensation expense	—		—		5,978		—		—		5,978
Balance at September 30, 2017	25,635,849	$	1,612	$	471,648	$	(5,809)	$	(447,844)	$	19,607



			Derivative
	Contingent		financial
	consideration		instruments		Total
	in thousands
Balance at December 31, 2016	$	1,838	$	62	$	1,900
(Gains) / losses recognized in profit or loss		2,704		(29)		2,675
Amounts due (presented in Accrued expenses and other current liabilities)		(1,181)		—		(1,181)
Currency translation effects		249		5		254
Balance at September 30, 2017	$	3,610	$	38	$	3,648


	Accrued
	termination
	benefits
	in thousands
Balance at December 31, 2016	$	1,148
Accrued through profit and loss		1,677
Payments		(1,812)
Currency translation effects		88
Balance at September 30, 2017	$	1,101



			Weighted-average
	Unrecognized		remaining
	compensation		period for
	costs		recognition
Award type	in thousands		in years
Share options	$	7,041	2.52
Restricted share units		4,003	1.64
Performance share units		3,747	1.84
Total	$	14,791	2.11


	2014 plan
		Weighted average
	Options	exercise price

Outstanding at December 31, 2016	1,812,766	$	12.47
Granted	949,350	$	6.17
Forfeited	(348,697)	$	7.95
Expired	(164,106)	$	14.46
Exercised	(8,125)	$	7.49
Outstanding at September 30, 2017	2,241,188	$	10.38
Fully vested and exercisable	820,522	$	12.58
Outstanding and expected to vest	1,420,666	$	9.10

Total weighted average grant date fair value of options issued during the period (in $ million)		$	3.5
Grants during the period to directors and officers	641,250	$	6.43
Proceeds from option sales (in $ million)			—


		RSU
			Weighted average
			grant-date fair
	Number of shares		value
Non-vested at December 31, 2016		307,063	$	9.11
Granted		428,350	$	6.00
Vested		(25,000)	$	18.21
Forfeited		(38,550)	$	7.15
Non-vested at September 30, 2017		671,863	$	6.90

Total weighted average grant date fair value of RSUs issued during the period (in $ million)			$	2.6
Grants during the period to directors and officers		255,000	$	5.95


	Other plans
			Weighted average
	Options		exercise price

Outstanding at December 31, 2016		187,500	$	17.93
Granted		300,000	$	6.90
Expired		(62,500)	$	27.82
Outstanding at September 30, 2017		425,000	$	8.69
Fully vested and exercisable		39,062	$	12.98
Outstanding and expected to vest		385,938	$	8.25

Total weighted average grant date fair value of options issued during the period (in $ million)			$	1.2


	2012 plan
		Weighted average
	Options	exercise price

Outstanding at December 31, 2016	483,006	€	5.13
Exercised	(286,804)	€	3.07
Forfeited	(5,000)	€	3.07
Expired	(9,000)	€	3.07
Outstanding, fully vested and exercisable at September 30, 2017	182,202	€	8.52


	Lexington		Amsterdam		Total
	in thousands
2017 (three months remaining)	$	453	$	—	$	453
2018		1,849		1,963		3,812
2019		1,903		1,963		3,866
2020		1,956		1,963		3,919
2021 and beyond		6,899		21,595		28,494
Total minimum lease payments	$	13,060	$	27,484	$	40,544

Deferred rent related to lease incentives	$	5,739	$	3,814	$	9,553
Current portion		724		—		724

Three months ended March 31,

(in thousands)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows for operating leases