QURE uniQure NV

On March 2, 2020, uniQure N.V. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with SVB Leerink LLC (“SVB Leerink”) with respect to an at the market offering program, under which the Company may, from time to time in its sole discretion, offer and sell to or through SVB Leerink, acting as agent, its ordinary shares, nominal value €0.05 per share, having an aggregate offering price of up to $150,000,000 (the “Placement Shares”). Any Placement Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company’s previously filed and currently effective registration statement on Form S-3 (File No. 333-225636) (the “Registration Statement”).

SVB Leerink may sell the Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through The Nasdaq Global Select Market or any other trading market for the Company’s ordinary shares in the United States, or sales to or through a market maker other than on an exchange. SVB Leerink will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). SVB Leerink shall not purchase any Placement Shares on a principal basis pursuant to the Sales Agreement, except as may otherwise be agreed in a separate written agreement.

The Company will pay SVB Leerink a commission of 3% of the gross sales proceeds of any Placement Shares sold through SVB Leerink, acting as agent, under the Sales Agreement.

The Company is not obligated to make any sales of Placement Shares under the Agreement. The offering of Placement Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement, or (ii) termination of the Sales Agreement in accordance with its terms.

The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify SVB Leerink against certain liabilities, including liabilities under the Securities Act.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Rutgers Posch Visée Endedijk N.V. as to the legality of the Placement Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.