MERUS N.V. COMMON SHARES SALES AGREEMENTSales Agreement • June 1st, 2017 • Merus N.V. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMMerus N.V. • February 28th, 2024 • Pharmaceutical preparations • New York
Merus B.V. [ ] Common Shares1 (nominal value €0.09 per share) Underwriting AgreementUnderwriting Agreement • May 9th, 2016 • Merus B.V. • Pharmaceutical preparations • New York
Merus B.V., a limited liability company incorporated under the laws of the Netherlands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] common shares, nominal value €0.09 per share (the “Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional Common Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the cont
Merus N.V. 6,818,182 Common Shares (nominal value €0.09 per share) Underwriting AgreementMerus N.V. • August 11th, 2023 • Pharmaceutical preparations • New York
Merus N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 6,818,182 common shares in the share capital of the Company, nominal value €0.09 per share (the “Common Shares”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,022,727 additional Common Shares (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as t
REGISTRATION RIGHTS AGREEMENT dated as of May 24, 2016 among MERUS N.V. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • May 27th, 2016 • Merus N.V. • Pharmaceutical preparations • New York
AGREEMENT dated as of May 24, 2016 (this “Agreement”) among Merus N.V., a public company with limited liability incorporated under the laws of the Netherlands, (the “Company”), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2018 • Merus N.V. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2018 by and among Merus N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and the “Investors” named in the Securities Purchase Agreement of even date herewith by and among the Company and the Investors identified on Exhibit A attached thereto (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Merus N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of February 24, 2023 (“Effective Date”), is made by and between Merus US, Inc., a Delaware corporation (together with any successors or assigns, the “Company”), and Hui Liu (the “Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2023 • Merus N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of June 14, 2023, is made by and between Merus US, Inc., a Delaware corporation (together with any successors or assigns, the “Company”), and Gregory Perry (the “Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
CONTRACT RESEARCH AND LICENSE AGREEMENTContract Research and License Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations • New York
THIS CONTRACT RESEARCH AND LICENSE AGREEMENT (this “Agreement”) is entered into as of March 14, 2018 (the “Effective Date”) by and between MERUS N.V., a Dutch company having an office at Yalelaan 62, 3584 CM Utrecht, the Netherlands (“Merus”), and Ono Pharmaceutical Co., Ltd., a Japanese company with its head offices located at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (“Ono”). Merus and Ono may each be referred to individually as a “Party”, and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of 24th December, 2016 is made by and among Merus US, Inc., a Delaware corporation (together with any successors or assigns, the “Company”) and Peter Silverman (‘“Executive”). The Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
Merus N.V. 4,750,000 Common Shares (nominal value €0.09 per share) Underwriting AgreementMerus N.V. • November 6th, 2019 • Pharmaceutical preparations • New York
Merus N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 4,750,000 common shares, nominal value €0.09 per share (the “Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 712,500 additional Common Shares (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Ce
Additional Employment agreementAdditional Employment Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations
In addition to the employment agreement between Mark Throsby (Employee) and Merus B.V. (Employer) regarding the start of employment of Mark Throsby as of 1 October 2008 at Merus, the Employer and Employee hereby additionally agree that the following provisions shall apply as well with respect to the intellectual property rights.
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2020 • Merus N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement” ), dated as of December 16, 2019, is made by and between Merus US, Inc., a Delaware corporation (together with any successors or assigns, the “Company”), and Sven A. Lundberg, M.D. (the “ Executive” ) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
LEASE FOR OFFICE SPACEMerus N.V. • July 31st, 2019 • Pharmaceutical preparations
Model adopted by the Real Estate Council of the Netherlands (Raad voor Onroerende Zaken – ROZ) on 30 January 2015 and filed with the court registry of the District Court of The Hague on 17 February 2015, and registered there under number 15/20; also published on the website www.roz.nl.
Employment contract Shelley MargetsonMerus B.V. • October 13th, 2015 • Pharmaceutical preparations
Merus B.V., located at Padualaan 8, 3584 CH Utrecht, duly represented by Mr. T. Logtenberg, in the position of General Director, hereinafter referred to as “The Employer”.
CONSULTANCY AGREEMENTConsultancy Agreement • August 6th, 2020 • Merus N.V. • Pharmaceutical preparations • Delaware
NOW THEREFORE, for mutual consideration, the receipt and adequacy of which are acknowledged by the Parties, the Parties agree as follows:
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 16th, 2021 • Merus N.V. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (“Agreement”) is entered into as of January 18, 2021 (the “Effective Date”) by and between Merus N.V., a corporation organized and existing under the laws of the Netherlands and having an address at Yalelaan 62, 3584 CM Utrecht, The Netherlands (“Merus”), and Eli Lilly and Company, a corporation organized and existing under the laws of Indiana, with its principal business office located at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”). Lilly and Merus are each hereafter referred to individually as a “Party” and together as the “Parties.”
toLease Agreement • May 9th, 2022 • Merus N.V. • Pharmaceutical preparations
Kadans Science Partner XIII B.V., having its registered office in 5076 PB Haaren at Rijksweg 5, registered in the trade register under number 73038954,
Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 SHARE SUBSCRIPTION AGREEMENT By and Between INCYTE CORPORATION and MERUS N.V. Dated as of December 20, 2016Share Subscription Agreement • April 28th, 2017 • Merus N.V. • Pharmaceutical preparations • New York
THIS SHARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of December 20, 2016 (the “Signing Date”), by and between Merus N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and Incyte Corporation, a Delaware corporation (the “Purchaser”).
MERUS N.V. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2016 • Merus B.V. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[16] between Merus N.V., a public company with limited liability incorporated under the laws of the Netherlands (the “Company”), and [Name] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2020 • Merus N.V. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2018 • Merus N.V. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2018 (the “Effective Date”) by and among Merus N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Employment agreement Lex BakkerEmployment Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations
Merus B.V., located at Padualaan 8 in 3584 CH Utrecht, duly represented by Mr T. Logtenberg in the position of Managing Director, hereinafter referred to as “Employer”,
Eversheds B.V. De Cuserstraat 85a 1081 CN Amsterdam Postbus/PO Box 7902 1008 AC Amsterdam Netherlands T: +31 20 5600 600 F: +31 20 5600 500 eversheds.nlShareholders’ Agreement • January 21st, 2016 • Merus B.V. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of October 2016 is made by and among Merus US, Inc., a Delaware corporation (together with any successors or assigns, the “Company”), Leonardes Andres Sirulnik (“Executive”) and, solely for purposes of Sections 1, 2(c), 6, 8 and 9(b), Merus N.V., a Dutch public limited liability company (“Parent”). The Company, Parent and Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
EMPLOYMENT CONTRACTEmployment Contract • October 13th, 2015 • Merus B.V. • Pharmaceutical preparations
Lessor Stichting Incubator Utrecht Yalelaan 40 Lessee Merus B.V. Padualaan 8 The Netherlands Property Yalelaan 62, 3584 CM, in Utrecht Lease period 5 years Commencement date of the lease 4th quarter of 2016 (to be determined definitively, by mutual...Lease Agreement • May 9th, 2016 • Merus B.V. • Pharmaceutical preparations
That office and laboratory spaces in the LSI are offered based on market conditions, taking into account the issued ERDF grant;
SETTLEMENT AGREEMENTSettlement Agreement • May 11th, 2020 • Merus N.V. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2016 • Merus N.V. • Pharmaceutical preparations • Massachusetts
generally, (iii) my employment agreement with the Company or an affiliate of the Company (the “Employment Agreement”), and (iv) this Employee Proprietary Information and Inventions Assignment Agreement (this “Agreement”). I understand that my obligations with respect to Proprietary Information shall not apply to information that (i) is actually in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of mine, (ii) is already in my possession without breach of any obligations of confidentiality, (iii) is obtained by me from a third party not under confidentiality obligations and without a breach of any obligations of confidentiality, or (iv) is required to be disclosed pursuant to an order of any competent court or government agency or rules of a securities exchange. I understand that nothing herein is intended to or shall prevent me from communicating directly with, cooperating with, or providing information to, any federal, state
SETTLEMENT AGREEMENTSettlement Agreement • March 16th, 2020 • Merus N.V. • Pharmaceutical preparations
University Management Service V&C, P.O.Box 80125, 3508 TC Utrecht Merus B.V. Real Estate & Campus For Dr. T. Logtenberg Padualaan 8 (mail box 133) Office address Your reference Our reference Phone V&C/14.20851 Fax 030 250 33 31 E-mail Website...Merus B.V. • October 13th, 2015 • Pharmaceutical preparations
Reference to this model and its use are only permitted if the filled out, added or different text is clearly recognizable as such. Additions and deviations should preferably be included under the heading ‘specific provisions’.
Additional Employment agreementAdditional Employment Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations
Supplementary to the employment agreement between John de Kruif (Employee) and Merus B.V. (Employer) regarding the start of employment of John Kruif per 2 April 2007 at Merus, the Employer and Employee hereby additionally agree that regarding the intellectual property rights the following provisions shall apply as well.
CONFIDENTIALLease Agreement • April 30th, 2018 • Merus N.V. • Pharmaceutical preparations
These companies must share the joint facilities, such as the toilets and pantry present on their floor, among other things;
AMENDMENT 1 TO LEASE OF OFFICE SPACE AND LABORATORY SPACELease of Office Space and Laboratory Space • August 5th, 2021 • Merus N.V. • Pharmaceutical preparations
This amendment (“Amendment 1”) is made effective as of June 3, 2021 and applies to two agreements for the Lease Of Office Space And Laboratory Space, the first executed November 30, 2016 and the second executed March 29, 2018 between Stichting Incubator Utrecht (“Lessor”) and Merus N.V. (“Lessee”). Either Lessor or Lessee may be referred to herein each as a “Party” and collectively as the “Parties”.
ContractContract Research and License Agreement • November 2nd, 2021 • Merus N.V. • Pharmaceutical preparations • New York
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
