Prosensa Holding B.V. Sample Contracts

Prosensa Holding B.V. [ ] Ordinary Shares Underwriting Agreement
Prosensa Holding B.V. • June 18th, 2013 • Pharmaceutical preparations • New York
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REGISTRATION RIGHTS AGREEMENT dated as of among PROSENSA HOLDING N.V. and THE SHAREHOLDERS PARTY HERETO
Registration Rights Agreement • June 18th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations • New York

AGREEMENT dated as of [ ], 2013 (this “Agreement”) among Prosensa Holding N.V., a Dutch public company with limited liability (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).

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EMPLOYMENT CONTRACT
Employment Contract • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations

Prosensa Holding B.V., a limited liability company under Dutch law, having its registered office at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands, represented by its Supervisory Board which is represented by the chairman Daan Ellens, hereinafter referred to below as ‘Prosensa’;

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FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations

THIS DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between Prosensa Holding N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), and [name of managing or supervisory director] (“Indemnitee”).

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AMENDED RESEARCH AND LICENSE AGREEMENT Execution Copy
Research and License Agreement • June 10th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations

This AMENDED RESEARCH AND LICENSE AGREEMENT (the “Agreement”) is made between Prosensa Holding B.V., a company organized under the laws of The Netherlands, having its principal place of business at Leiden at Wassenaarseweg 72 (2333 AL) Leiden (“Prosensa”) and Academisch Ziekenhuis Leiden, acting under the name of Leiden University Medical Center, organized under the laws of The Netherlands, having its principal place of business at Albinusdreef 2, 2333 ZA Leiden (“LUMC”);

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MUTUAL NON-DISCLOSURE AGREEMENT
Mutual Non-Disclosure Agreement • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • California

This Mutual Non-Disclosure Agreement (the “Agreement”), effective July 31, 2014 (the “Effective Date”), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (“BioMarin”), and Prosensa Holding N.V., a Netherlands corporation with offices at J.H. Oortweg 21, 2333 CH, Leiden, The Netherlands. (“Prosensa”). Each of BioMarin and Prosensa may be referred to herein as a “Party” or collectively as the “Parties.”

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RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • June 10th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations • England

This RESEARCH, DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of October 6, 2009 (the “Effective Date”) by and between PROSENSA Holding BV, a company incorporated under the laws of the Netherlands and with registered number 28076693, whose offices are located at Wassenaarseweg 72, 2333 AL Leiden, The Netherlands (“PROSENSA”), and Glaxo Group Limited, a company incorporated under the laws of England and Wales with registered number 00305979, whose registered office is Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). PROSENSA and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

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Summary English Translation LEASE FOR OFFICE SPACE AND OTHER BUSINESS SPACE (within the definition of Article 230(a), Book 7, Dutch Civil Code)
Prosensa Holding B.V. • June 10th, 2013 • Pharmaceutical preparations

Lessor has as its object the provision of services and spaces, research facilities and resources to companies so as to facilitate the establishment, growth and innovation of companies in general and in the area of the life sciences in particular. Except for special occasions, rental agreements are set for a 5 year term and lessees are aware moving to other locations to make space for new growth companies.

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PURCHASE AGREEMENT dated as of November 23, 2014 among PROSENSA HOLDING N.V., BIOMARIN PHARMACEUTICAL INC. and BIOMARIN FALCONS B.V.
Purchase Agreement • November 24th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • New York

This PURCHASE AGREEMENT (this “Agreement”) dated as of November 23, 2014, among Prosensa Holding N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”), BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and BioMarin Falcons B.V., a private company with limited liability (besloten vennootschap) organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”).

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FORM OF TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • New York

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2014, is entered into by and among [ ][, a [ ]] (“Shareholder”), among BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”).

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DATED 5 FEBRUARY 2015
Asset Purchase Agreement • April 30th, 2015 • Prosensa Holding N.V. In Liquidatie • Pharmaceutical preparations
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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN BIOMARIN PHARMACEUTICAL INC., BIOMARIN FALCONS B.V. and [RIGHTS AGENT] Dated as of [ ]
Value Rights Agreement • December 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • New York

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (this “Agreement”), is entered into by and between BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), BioMarin Falcons B.V., a private company with limited liability organized under the laws of The Netherlands and a wholly owned indirect subsidiary of Parent (“Buyer”), and [—], a [—], as Rights Agent.

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PROSENSA HOLDING NV. CONVERTIBLE NOTE PURCHASE AGREEMENT August 11, 2014
Convertible Note Purchase Agreement • August 12th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • New York

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 11, 2014, is entered into by and between Prosensa Holding N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of The Netherlands (the “Company”), and PRO200, LLC, a Delaware limited liability company (the “Investor”).

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Amendment Agreement #1
Amendment Agreement • May 20th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations

This Amendment Agreement #1 (the “Amendment”) is made effective July 1st, 2011 (the “Amendment Effective Date”) by and between PROSENSA Holding BV, a company incorporated under the laws of the Netherlands and with registered number 28076693, whose offices are located at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands (“Prosensa”), and Glaxo Group Limited, a company incorporated under the laws of England and Wales with registered number 00305979, whose registered office is Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Prosensa and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties”. All capitalized terms that are used in this Amendment and not defined herein shall have the meanings ascribed to them in the Original Agreement. Except as specifically modified by or otherwise agreed to in this Amendment, the Parties hereto agree that all of the terms and conditions set forth in the Original Agreement remain in full

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TERMINATION AGREEMENT
Termination Agreement • March 18th, 2014 • Prosensa Holding N.V. • Pharmaceutical preparations • England

This Termination Agreement (the “Agreement”) is entered into and made effective as of this 12th day of January, 2014 (the “Effective Date”) by and between Prosensa Holding NV, a company incorporated under the laws of the Netherlands and with registered number 28076693, whose offices are located at J.H. Oortweg 21, 2333 CH Leiden, The Netherlands (“Prosensa”), and Glaxo Group Limited, a company incorporated under the laws of England and Wales with registered number 00305979, whose registered office is 980 Great West Road, Brentford London TW8 9GS, England (“GSK”). Prosensa and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

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RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENT IN RELATION TO The “Clinical development of the compounds Exon 44, Exon 45 and Exon 53 for RNA-based therapy to treat Duchenne Muscular Dystrophy” programme, led by Dr. Giles Campion, CMO & SVP...
Development Collaboration Agreement • May 20th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations

This Research and Development Collaboration Agreement (the “Contract”) is entered into with effect as of January 1, 2010 (the “Effective Date”) by and between:

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SHAREHOLDERS AGREEMENT - EXECUTION COPY SHAREHOLDERS AGREEMENT AMENDMENT NO. 2 2012
Shareholders Agreement • June 10th, 2013 • Prosensa Holding B.V. • Pharmaceutical preparations
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