Private company

Merus N.V.

In its 2025 annual report the company says: “We are an oncology company developing innovative antibody therapeutics. Our pipeline of full-length, human, multispecific antibody candidates is generated from our proprietary technology platforms, which are able to generate a diverse array of antibody binding domains, or Fabs, against virtually any target.”3

Last updated Oct 20, 2026.

Overview

  • IndustryPharmaceutical Preparations1
  • HeadquartersP71
  • Incorporated inNetherlands2
  • Business addressYalelaan 62, 3584 Cm Utrecht, De2
  • Filer categoryLarge accelerated filer2

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We are an oncology company developing innovative antibody therapeutics. Our pipeline of full-length, human, multispecific antibody candidates is generated from our proprietary technology platforms, which are able to generate a diverse array of antibody binding domains, or Fabs, against virtually any target. Our antibody binding domain generally consist of a target-specific heavy chain paired with a common light chain. Multiple binding domains can be combined to produce novel multispecific antibodies that bind to a wide range of targets and display novel and innovative biology. These platforms, referred to as Biclonics ® and Triclonics ® , allow us to generate large numbers of diverse panels of bispecific and trispecific antibodies (Multiclonics ® ), respectively, which can then be functionally screened in large-scale cell-based assays to identify those unique molecules that possess novel…3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-753.0%Operating margin4
-595.9%Net margin4
-17.8%Revenue growth, 20244
-33.2%Return on equity4
-$187.5MFree cash flow4

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Research and development97¢$225.4M
  • Income tax3¢$8.2M

Out of $36.1M in revenue.4 The company lost money this year.

Financial statements

Revenue56784$36.1M in 2024−6% since 2018
0$20.0M$40.0M$60.0M2018: $38.4M$38.4M20182019: $31.1M$31.1M2019−19%2020: $29.9M$29.9M2020−4%2021: $49.1M$49.1M2021+64%2022: $41.6M$41.6M2022−15%2023: $43.9M$43.9M2023+6%2024: $36.1M$36.1M2024−18%
Operating income56784-$272.1M in 2024+495% since 2018
-$300.0M-$200.0M-$100.0M02018: -$45.7M-$45.7M20182019: -$58.7M-$58.7M2019+28%2020: -$75.9M-$75.9M2020+29%2021: -$90.0M-$90.0M2021+19%2022: -$160.0M-$160.0M2022+78%2023: -$156.5M-$156.5M2023−2%2024: -$272.1M-$272.1M2024+74%
Net income56784-$215.3M in 2024+661% since 2018
-$300.0M-$200.0M-$100.0M02018: -$28.3M-$28.3M20182019: -$55.2M-$55.2M2019+95%2020: -$85.5M-$85.5M2020+55%2021: -$66.8M-$66.8M2021−22%2022: -$131.2M-$131.2M2022+96%2023: -$154.9M-$154.9M2023+18%2024: -$215.3M-$215.3M2024+39%
Fiscal year2018201920202021202220232024
Revenue$38.4M5$31.1M6$29.9M7$49.1M8$41.6M4$43.9M4$36.1M4
Research and development$54.8M5$55.7M6$70.0M7$98.2M8$149.4M4$140.7M4$225.4M4
Operating expenses$139.1M8$201.6M4$200.5M4$308.2M4
Operating income-$45.7M5-$58.7M6-$75.9M7-$90.0M8-$160.0M4-$156.5M4-$272.1M4
Income before tax-$66.6M8-$130.2M4-$151.7M4-$207.2M4
Income tax$205.0K5$194.0K6$503.0K7$239.0K8$959.0K4$3.2M4$8.2M4
Net income-$28.3M5-$55.2M6-$85.5M7-$66.8M8-$131.2M4-$154.9M4-$215.3M4
Earnings per share-$2.927-$1.738-$2.924-$3.004-$3.354
Earnings per share (diluted)-$2.927-$1.738-$2.924-$3.004-$3.354
Shares (weighted, basic)38.6M shares844.9M shares451.6M shares464.2M shares4
Shares (weighted, diluted)38.6M shares844.9M shares451.6M shares464.2M shares4

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Corporate structure

Merus N.V. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Merus N.V.

  • Paradigm Biocapital Advisors LP Filed SCHEDULE 13G/A on Merus N.V., latest Feb 17, 2026 (3 filings since Apr 10, 2025)
  • RTW INVESTMENTS, LP Filed SCHEDULE 13G/A on Merus N.V., latest Nov 14, 2025 (2 filings since Nov 14, 2024)
  • Wellington Management Company Filed SCHEDULE 13G/A on Merus N.V., latest Nov 12, 2025 (7 filings since Feb 4, 2022)
  • FMR LLC Filed SCHEDULE 13G/A on Merus N.V., latest Nov 5, 2025 (2 filings since Nov 12, 2024)
  • Commodore Capital LP Filed SCHEDULE 13G/A on Merus N.V., latest Aug 14, 2025 (6 filings since May 16, 2022)
  • James E. Flynn Filed SC 13G/A on Merus N.V., latest Nov 14, 2024 (4 filings since Sep 30, 2022)
  • SAMLYN CAPITAL, LLC Filed SC 13G/A on Merus N.V., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • BIOTECHNOLOGY VALUE FUND L P Filed SC 13G/A on Merus N.V., latest Feb 14, 2024 (3 filings since Feb 14, 2022)
  • BAKER BROS. ADVISORS LP Filed SC 13G/A on Merus N.V., latest Feb 14, 2023
  • Boxer Capital, LLC Filed SC 13G/A on Merus N.V., latest Feb 14, 2022
  • Merus N.V. P7

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Merus N.V. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$20.3M4 Dec 31, 2024$19.9M4 Dec 31, 2023+1.9%
Accumulated depreciation$9.5M4 Dec 31, 2024$7.7M4 Dec 31, 2023+22.5%
Property and equipment, net$10.8M4 Dec 31, 2024$12.1M4 Dec 31, 2023−11.2%
Operating-lease assets (leased space)$9.3M4 Dec 31, 2024$11.4M4 Dec 31, 2023−18.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$293.3M4 Dec 31, 2024$204.2M4 Dec 31, 2023+43.6%
Marketable securities, current$243.7M4 Dec 31, 2024$150.1M4 Dec 31, 2023+62.3%
Marketable securities, non-current$187.0M4 Dec 31, 2024$57.3M4 Dec 31, 2023+226.3%
Debt securities held to maturity$444.3M4 Dec 31, 2024$231.7M4 Dec 31, 2023+91.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$3.7M4 Dec 31, 2024$3.7M4 Dec 31, 2023−1.9%
Accumulated amortization$2.0M4 Dec 31, 2024$1.9M4 Dec 31, 2023+2.6%
Finite-lived intangibles, net$1.7M4 Dec 31, 2024$1.8M4 Dec 31, 2023−6.7%

Properties, in its own words

During 2022, we leased office and laboratory space in Utrecht, the Netherlands. This facility served as our previous corporate headquarters and central laboratory facility through December 2022. The leases for this space terminated on January 1, 2023. In December 2022, we moved into approximately 4,957 square meters of office and laboratory space in a new multi-tenant office building in Utrecht, the Netherlands, which serves as our new corporate headquarters and central laboratory facility. The new lease commenced on April 5, 2022 and has a term of ten years. We also entered into a lease for 7,583 square feet of additional office space in Cambridge, Massachusetts, which commenced on April 1, 2019 and has a term of seven years.

Item 2 of the 10-K filed Feb 27, 2025.3

Leadership

Who has led Merus N.V., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Sven Ante Lundberg2020–now

President

  1. Sven Ante Lundberg2020–now

Chief financial officer

  1. Gregory D. Perry2023–now

Chief operating officer

  1. Peter B. Silverman2023–now
2025
Board members and other officers (21)

Former names

  • Merus B.V.Sep 8, 2015 to May 23, 20162

Timeline

  1. Dec 30, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights36
  2. Dec 12, 20258-K Completed an acquisition or sale; Change to shareholders' rights; Change in control37
  3. Dec 9, 20258-K Shareholder vote38
  4. Sep 29, 20258-K Entered a material agreement; Regulation FD disclosure39
  5. Jun 5, 20258-K Entered a material agreement40
  6. May 29, 20258-K Other events41
  7. May 22, 20258-K Shareholder vote42
  8. Dec 5, 20248-K Other events43
  9. Dec 2, 20248-K Entered a material agreement44
  10. Nov 5, 20248-K Other events45
  11. Jul 1, 20248-K Executive or director change46
  12. May 30, 20248-K Entered a material agreement47
  13. Jan 2, 2020New chief executive Sven Ante Lundberg becomes CEO13

Filings

237 filings to the SEC since October 2021: 5 annual reports, 13 quarterly reports, 26 major events, 111 insider forms, 31 large holders, 51 other. The latest 20:

  1. Feb 17, 2026SCHEDULE 13G/A EDGAR
  2. Jan 9, 202615-12G EDGAR
  3. Dec 30, 20254 EDGAR
  4. Dec 30, 20258-K EDGAR
  5. Dec 30, 2025SC 14D9/A EDGAR
  6. Dec 29, 20254 EDGAR
  7. Dec 22, 20254 EDGAR
  8. Dec 18, 20254 EDGAR
  9. Dec 18, 20253 EDGAR
  10. Dec 12, 20254 EDGAR
  11. Dec 12, 20254 EDGAR
  12. Dec 12, 20254 EDGAR
  13. Dec 12, 20254 EDGAR
  14. Dec 12, 20254 EDGAR
  15. Dec 12, 20254 EDGAR
  16. Dec 12, 20254 EDGAR
  17. Dec 12, 20254 EDGAR
  18. Dec 12, 20254 EDGAR
  19. Dec 12, 20254 EDGAR
  20. Dec 12, 20254 EDGAR

The 237 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

40 open-market trades by officers, directors and large owners since October 2021: 14 buys and 26 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 29, 2025GENMAB A/S10% ownerBuy76,920,005$97.00$7.5BForm 4
Dec 26, 2025GENMAB A/S10% ownerBuy2,978$97.00$288.9KForm 4
Dec 26, 2025GENMAB A/S10% ownerBuy142,610$97.00$13.8MForm 4
Dec 24, 2025GENMAB A/S10% ownerBuy96,082$97.00$9.3MForm 4
Dec 23, 2025GENMAB A/S10% ownerBuy561,042$97.00$54.4MForm 4
Dec 22, 2025GENMAB A/S10% ownerBuy15,710$97.00$1.5MForm 4
Dec 19, 2025GENMAB A/S10% ownerBuy66,264$97.00$6.4MForm 4
Dec 18, 2025GENMAB A/S10% ownerBuy212,177$97.00$20.6MForm 4
Dec 17, 2025GENMAB A/S10% ownerBuy150,795$97.00$14.6MForm 4
Dec 16, 2025GENMAB A/S10% ownerBuy120,752$97.00$11.7MForm 4
Nov 26, 2025Shuman HarryVP Controller, PAOSale1,700$96.10$163.4KForm 4
Nov 25, 2025Shuman HarryVP Controller, PAOSale8,300$95.92$796.1KForm 4
Jul 17, 2025Silverman Peter B.COO & GCSale25,000$60.00$1.5MForm 4
Jul 10, 2025Silverman Peter B.COO & GCSale16,805$55.00$924.3KForm 4
Jul 9, 2025Silverman Peter B.COO & GCSale6,695$55.00$368.2KForm 4
Jun 20, 2025Silverman Peter B.COO & GCSale34,000$52.76$1.8MForm 4
Mar 21, 2025Shuman HarryVP Controller, PAOSale4,000$48.50$194.0KForm 4
Aug 21, 2024Shuman HarryVP Controller, PAOSale2,500$54.00$135.0KForm 4
Aug 20, 2024Shuman HarryVP Controller, PAOSale2,500$54.00$135.0KForm 4
Jun 27, 2024Silverman Peter B.COO & GCSale10,000$60.00$600.0KForm 4

All 40 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Fabian ZohrenChief Medical Officer$251.5K$6.9M58

SEC filer profile

How Merus N.V. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMerus N.V.1
  • CIK0001651311
  • Employer ID (EIN)00-00000003
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inNetherlands3
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business addressYalelaan 62, 3584 Cm Utrecht, DE1
  • Phone31 030 253 88001
  • Shares outstanding75,844,579 as of Oct 26, 202510
  • Public float$4.0B as of Jun 30, 20243
  • AuditorKPMG Accountants N.V., Amstelveen, The Netherlands PCAOB ID 1012; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceSep 8, 20151
  • Filings581 in all: 4 (212), SC 13G/A (42), 6-K (38), 8-K (38), 3 (26), SC 13G (21), 10-Q (18), CORRESP (16)1
    All 63 form types

    424B5 (13), UPLOAD (13), SC 13D/A (11), 144 (9), SCHEDULE 13G/A (8), EFFECT (7), 10-K (6), DEF 14A (6), PRE 14A (6), CT ORDER (5), DEFA14A (4), F-1/A (4), F-3 (4), S-8 (4), S-8 POS (4), SC 13D (4), SC 14D9/A (4), SC TO-T/A (4), 20-F (3), 4/A (3), D (3), SC14D9C (3), SCHEDULE 13G (3), 10-K/A (2), 424B3 (2), 6-K/A (2), F-1 (2), POS AM (2), S-3ASR (2), S-3MEF (2), 15-12G (1), 25-NSE/A (1), 3/A (1), 424B4 (1), 5 (1), 8-A12B (1), 8-A12B/A (1), 8-K/A (1), AW (1), CERTNAS (1), DEFM14A (1), DRS (1), DRS/A (1), DRSLTR (1), F-3/A (1), POSASR (1), PREM14A (1), RW (1), S-3/A (1), SC 14D9 (1), SC TO-C (1), SC TO-T (1), SCHEDULE 13D (1), SCHEDULE 13D/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2025
    Quarterly report (10-Q) Oct 31, 2025
    Proxy statement (DEF 14A) Apr 24, 2025
    Latest 8-K (8-K) Dec 30, 2025

Securities registered for trading

ClassSymbolExchange
Common shares,MRUSThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 27, 2025 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Merus N.V. names in Item 1A of its 10-K filed Feb 27, 2025: 71 risks under these headings, as written.3

  • Risks Related to Our Business and Industry
  • We are an company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
  • We will need additional funding in order to complete development of our antibody candidates and commercialize our products, if approved. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts.
  • The Biclonics® technology platform and Triclonics® technology platform are unproven, novel approaches to the production of biologics for therapeutic intervention.
  • Failure to successfully validate, develop and obtain regulatory approval or certification for companion diagnostics could harm our development strategy.
  • Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
  • Raising additional capital may cause dilution to our holders, restrict our operations or require us to relinquish rights to our technologies or antibody candidates.
  • Our business may become subject to economic, political, regulatory and other risks associated with international operations.
  • Exchange rate fluctuations or abandonment of the euro currency may materially affect our results of operations and financial condition.
  • Risks from improper conduct by our employees, agents, contractors, or collaborators could adversely affect our reputation, business, prospects, operating results, and financial condition.
  • Risks Related to the Development and Clinical Testing of Our Antibody Candidates
  • All of our antibody candidates are in pre-clinical or clinical development. Clinical drug development is a lengthy and expensive process with uncertain timelines and uncertain outcomes. If clinical trials of our antibody candidates, particularly petosemtamab and MCLA-129, are prolonged or delayed, we or any collaborators may be unable to obtain required regulatory approvals, and therefore be unable to commercialize our antibody candidates on a timely basis or at all.
The other 61 risks
  • Interim, preliminary, and “top-line” data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
  • Our antibody candidates may have serious adverse, undesirable or unacceptable side effects which may delay or prevent marketing approval. If such side effects are identified during the development of our antibody candidates or following approval, if any, we may need to abandon our development of such antibody candidates, the commercial profile of any approved label may be limited, or we may be subject to other significant negative consequences following marketing approval, if any.
  • We depend on enrollment of patients in our clinical trials for our antibody candidates. If we are unable to enroll patients in our clinical trials, our research and development efforts and business, financial condition and results of operations could be materially adversely affected.
  • We may become exposed to costly and damaging liability claims, either when testing our antibody candidates in the clinic or at the commercial stage; and our product liability insurance may not cover all damages from such claims.
  • The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our antibody candidates, our business will be substantially harmed.
  • Fast Track designation by the FDA for petosemtamab or potential future Fast Track designation of our other antibody candidates may not actually lead to a faster development or regulatory review or approval process.
  • Breakthrough Therapy designations (BTD) by the FDA for petosemtamab and any potential future product candidate may not lead to a faster development or regulatory review or approval process, and it does not increase the likelihood that the product candidate will receive FDA approval.
  • For any of our antibody candidates that obtain regulatory approval, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense. Additionally, our antibody candidates, if approved, could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products.
  • We may not be successful in our efforts to use and expand our Biclonics® technology platform to build a pipeline of antibody candidates or to use our Triclonics® technology platform to build a pipeline of trispecific antibody candidates.
  • Even though we obtained marketing approval of zenocutuzumab in the United States, we may never obtain approval or commercialize zenocutuzumab or our other clinical candidates in other major markets, which would limit our ability to realize their full market potential.
  • Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain antibody candidates over other potential candidates. These decisions may prove to have been wrong and may adversely affect our revenues.
  • Because we are subject to environmental, health and safety laws and regulations, we may become exposed to liability and substantial expenses in connection with environmental compliance or remediation activities which may adversely affect our business and financial condition.
  • Our employees, independent contractors, principal investigators, CROs, consultants, vendors and collaborators may engage in misconduct or other improper activities, including noncompliance with applicable law, regulatory standards and requirements, which could have a material adverse effect on our business.
  • Our research and development activities could be affected or delayed as a result of possible restrictions on animal testing.
  • Risks Related to Regulatory Approval of Our Antibody Candidates
  • Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our antibody candidates and may affect the prices we may set. The successful commercialization of our antibody candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage and reimbursement levels and pricing policies.
  • If we are required by the FDA or similar authorities to obtain approval (or clearance, or certification) of a companion diagnostic test in connection with approval of any of our antibody candidates, and we do not obtain or face delays in obtaining approval (or clearance, or certification) of a diagnostic device, we will not be able to commercialize such product candidate and our ability to generate revenue will be materially impaired.
  • Disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business.
  • We may be subject to healthcare laws, regulation and enforcement; our failure to comply with these laws could harm our results of operations and financial conditions.
  • We face potential liability related to the privacy of health or other personal information we obtain from clinical trials sponsored by us or our collaborators, from research institutions, and directly from individuals.
  • Risks Related to Commercialization of Our Antibody Candidates
  • We operate in highly competitive and rapidly changing industries, which may result in others discovering, developing or commercializing competing products before or more successfully than we do.
  • If we fail to obtain orphan drug designation for our antibody candidates, or obtain or maintain orphan drug exclusivity for our products, or lose or fail to add to such designation for zenocutuzumab in the United States, our competitors may sell products to treat the same conditions and our revenue will be reduced.
  • The successful commercialization of our antibody candidates will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels and pricing policies. Failure to obtain or maintain adequate coverage and reimbursement for our antibody candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue.
  • Our products may not gain market acceptance, in which case we may not be able to generate product revenues, which will materially adversely affect our business, financial condition and results of operations.
  • We currently have limited marketing, sales or distribution infrastructure. If we are unable to adequately develop sales, marketing and distribution capabilities on our own or through collaborations, we will not be successful in commercializing our antibody candidates.
  • We have never commercialized an antibody candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize our products on our own or together with suitable collaborators.
  • Our antibody candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated.
  • Risks Related to Our Dependence on Third Parties
  • We rely, and expect to continue to rely, on third parties, including independent clinical investigators and CROs, to conduct our pre-clinical studies and clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our antibody candidates and our business could be substantially harmed.
  • The collaboration and license agreement with Eli Lilly, or the Lilly Collaboration Agreement is important to our business. If suitable monospecific or bispecific antibody candidates are not identified for further development and commercialization activities under the Lilly Collaboration Agreement, or if we or Eli Lilly fail to adequately perform under the Lilly Collaboration Agreement, or if we or Eli Lilly terminate the Lilly Collaboration Agreement, the development and commercialization of our antibody candidates would be delayed or terminated and our business would be adversely affected.
  • The collaboration, option and license agreement, or the Gilead Collaboration Agreement, with Gilead is important to our business. If suitable trispecific antibody candidates are not identified for further development and commercialization activities under the Gilead Collaboration Agreement, or if we or Gilead fail to adequately perform under the Gilead Collaboration Agreement, or if we or Gilead terminate the Gilead Collaboration Agreement, the development and commercialization of our trispecific antibody candidates would be delayed or terminated and our business would be adversely affected.
  • The collaboration and license agreement with Betta Pharma, and the research and license agreements with Ono are important to our business. If our Biclonics® antibodies licensed in these collaboration and license agreements fail to advance or experience unacceptable safety or efficacy results if clinically developed, this could adversely impact the reputation of our platform and our ability to engage in future collaborations.
  • The license agreement with PTx is important to our business. If BIZENGRI® (zenocutuzumab-zbco) exclusively licensed to PTx for commercialization in the United States for NRG1+ cancer fails to generate revenue, this could adversely impact the reputation of our business and our ability to engage in future commercialization agreements.
  • If we fail to enter into new strategic relationships our business, financial condition, commercialization prospects and results of operations may be materially adversely affected.
  • Risks Related to Intellectual Property and Information Technology
  • We rely on patents and other intellectual property rights to protect our technology, including antibody candidates and our Biclonics® technology platform and Triclonics® technology platform, the enforcement, defense and maintenance of which may be challenging and costly. Failure to enforce or protect these rights adequately could harm our ability to compete and impair our business.
  • Issued patents covering one or more of our products or the Biclonics® technology or Triclonics® technology platforms could be found invalid or unenforceable if challenged in court.
  • Intellectual property rights of third parties could adversely affect our ability to commercialize our antibody candidates, such that we could be required to litigate or obtain licenses from third parties in order to develop or market our antibody candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms or at all.
  • Our ability to compete may be adversely affected if we are unsuccessful in defending against any claims by competitors or others that we are infringing upon their intellectual property rights.
  • Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
  • We may not be successful in obtaining or maintaining necessary rights to our antibody candidates through acquisitions and in-licenses.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • If we do not obtain protection under the Hatch-Waxman Amendments and similar non-U.S. legislation for extending the term of patents covering each of our antibody candidates, our business may be materially harmed.
  • We enjoy only limited geographical protection with respect to certain patents and may face difficulties in certain jurisdictions, which may diminish the value of intellectual property rights in those jurisdictions.
  • Intellectual property rights do not necessarily address all potential threats to our competitive advantage.
  • Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our antibody candidates and technology platforms.
  • Confidentiality agreements with employees, contractors, agents, consultants, collaborators and others may not adequately prevent disclosure of trade secrets and protect other proprietary information.
  • We may be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Use of social media could give rise to liability, breaches of data security, or reputational harm.
  • Our information technology systems, or those used by our CROs or other contractors or consultants, may fail or suffer security breaches, which could adversely affect our business.
  • Risks Related to Employee Matters and Managing Growth
  • Our future growth and ability to compete depends on retaining our key personnel and recruiting additional qualified personnel.
  • We expect to expand our development, regulatory and sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
  • Risks Related to Our Common Shares
  • Future sales, or the possibility of future sales, of a substantial number of our common shares could adversely affect the price of the shares.
  • 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 or remove the then board members.
  • Our anti-takeover provision may prevent a beneficial change of control.
  • Holders of our common shares outside the Netherlands may not be able to exercise preemptive rights.
  • The rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions.
  • We are not obligated to and do not comply with all the best practice provisions of the Dutch Corporate Governance Code. This may affect the rights of our shareholders.
  • Claims of U.S. civil liabilities may not be enforceable against us.
  • Our articles of association include a U.S. federal forum selection clause designating federal courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
  • We may be classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors in our common shares.
  • If a U.S. Holder is treated as owning at least 10% of our common shares, such holder may be subject to adverse U.S. federal income tax consequences.
  • General Risk Factors
  • The price of our common shares may be volatile and may fluctuate due to factors beyond our control.

Legal proceedings

From time to time, we may be involved in various other claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings, which could be deemed to be material.

Particular legal proceedings are described in Note 10 of our Consolidated Financial Statements included in this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.3

Sources

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