Item 1. Legal Proceedings
Item 1. Legal Proceedings
During 2020, VectorY B.V., a Netherlands-based gene therapy company founded in August 2020 by Forbion International Management B.V., hired Pavlina Konstantinova and several other former uniQure employees, which we believed was in violation of the employment agreements of those employees and involved the misappropriation of our proprietary resources. On or about February 22, 2021, Dr. Konstantinova, VectorY B.V., and Forbion International Management B.V. commenced a summary proceeding in the Netherlands primarily seeking an order: (i) allowing VectorY and Dr. Konstantinova to continue their employment relationship; (ii) suspending the non-competition agreement between uniQure biopharma B.V. and Dr. Konstantinova; and (iii) precluding any monetary penalties pursuant to that non-competition agreement. The complaint also sought payment of the costs of legal proceedings and a monetary monthly payment to Dr. Konstantinova in lieu of a promise by uniQure biopharma B.V. to release Dr. Konstantinova from her obligations under the non-competition agreement.
On April 16, 2021, we settled all matters related to the dispute described above (the “Settlement”). In connection with the Settlement, we will receive preference shares in VectorY representing 5% of the fully diluted share capital in VectorY. In addition, we and certain Forbion entities entered into the Cooperation Agreement described below.
Under the terms of the Cooperation Agreement, the Forbion Entities have agreed, among other things, for a period of two years from April 16, 2021:
1. To vote all of their ordinary shares in uniQure N.V. (1) in favor of the re-election of any persons serving on the Board of Directors of the Company (the “Board”) as of the date of the Cooperation Agreement and nominated by the Board for re-election; (2) against any nominees to serve on the Board who have not been recommended by the Board, and (3) with respect to all other matters, other than a Voting Exempt Matter, in accordance with the Board’s recommendations as identified in our notice of general meeting or any supplement thereto. For purposes of the Cooperation Agreement, a “Voting Exempt Matter” means, with respect to the Company, any shareholder vote taken to approve or ratify any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of our or any of its affiliates’ assets in one or a series of transactions, joint venture or other business combination of uniQure N.V. or any of its affiliates with a third party or certain other similar transactions.
2. Not to make any announcement or proposal with respect to, or offer, seek, propose or indicate an interest in (A) any form of business combination or acquisition or other transaction relating to assets or securities of the uniQure N.V. or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the uniQure N.V. or any of its subsidiaries or (C) any form of tender or exchange offer for the ordinary shares of the uniQure N.V.
3. Not to make, engage in, assist with, or in any way participate in, directly or indirectly, any solicitation of proxies or written consents to vote (or withhold the vote of) any voting securities of uniQure N.V.
4. Not to take certain other specified actions aimed at changing or influencing the Board, management or control of the uniQure N.V.
We and the Forbion Entities have also agreed to certain non-disparagement provisions. Based on a Schedule 13G/A filed by For UniQure B.V. and Forbion I Management B.V. on February 16, 2021, ForUniQure held 4,386,742 ordinary shares of uniQure N.V. or approximately 9.5% of our issued outstanding ordinary shares.
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